EX-99.77Q1 OTHR EXHB

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST

       AGREEMENT made as of this 20th day of
September, 2012 between SEI Investments Management
Corporation (the Adviser) and Kleinwort Benson
Investors International (the Sub-Adviser).
       WHEREAS, SEI Institutional International
Trust, a Massachusetts business trust (the Trust),
is registered as an open-end management investment
company under the Investment Company Act of 1940, as
amended (the 1940 Act); and

       WHEREAS, the Adviser has entered into an
Investment Advisory Agreement dated December 16,
1994, as amended, (the Advisory Agreement) with the
Trust, pursuant to which the Adviser acts as
investment adviser to each series of the Trust set
forth on Schedule A attached hereto (each a Fund,
and collectively, the Funds), as such Schedule may
be amended by mutual agreement of the parties
hereto; and

       WHEREAS, the Adviser, with the approval of the
Trust, desires to retain the Sub-Adviser to provide
investment advisory services to the Adviser in
connection with the management of a Fund, and the
Sub-Adviser is willing to render such investment
advisory services.

       NOW, THEREFORE, the parties hereto agree as
follows:

1.	Duties of the Sub-Adviser.  Subject to
supervision by the Adviser and the Trusts
Board of Trustees, the Sub-Adviser shall
manage all of the securities and other assets
of each Fund entrusted to it hereunder (the
Assets), including the purchase, retention and
disposition of the Assets, in accordance with
the Funds investment objectives, policies and
restrictions as stated in each Funds
prospectus and statement of additional
information, as currently in effect and as
amended or supplemented from time to time
(referred to collectively as the Prospectus),
and subject to the following:

(a)	The Sub-Adviser shall, in consultation
with and subject to the direction of the
Adviser, determine from time to time
what Assets will be purchased, retained
or sold by a Fund, and what portion of
the Assets will be invested or held
uninvested in cash.

(b)	In the performance of its duties and
obligations under this Agreement, the
Sub-Adviser shall act in conformity with
the Trusts Declaration of Trust (as
defined herein), Prospectus, Compliance
Policies and Procedures and with the
instructions and directions of the
Adviser and of the Board of Trustees of
the Trust and will conform to and comply
with the requirements of the 1940 Act,
the Internal Revenue Code of 1986 (the
Code), and all other applicable federal
and state laws and regulations, as each
is amended from time to time.

(c)	  	The Sub-Adviser shall determine the
Assets to be purchased or sold by a Fund as
provided in subparagraph (a) and will
place orders with or through such
persons, brokers or dealers to carry out
the policy with respect to brokerage set
forth in a Funds Prospectus or as the
Board of Trustees or the Adviser may
direct from time to time, in conformity
with all federal securities laws.  In
executing Fund transactions and
selecting brokers or dealers, the Sub-
Adviser will use its best efforts to
seek on behalf of each Fund the best
overall terms available.  In assessing
the best overall terms available for any
transaction, the Sub-Adviser shall
consider all factors that it deems
relevant, including the breadth of the
market in the security, the price of the
security, the financial condition and
execution capability of the broker or
dealer, and the reasonableness of the
commission, if any, both for the
specific transaction and on a continuing
basis.  In evaluating the best overall
terms available, and in selecting the
broker-dealer to execute a particular
transaction, the Sub-Adviser may also
consider the brokerage and research
services provided (as those terms are
defined in Section 28(e) of the
Securities Exchange Act of 1934 (the
Exchange Act)).  Consistent with any
guidelines established by the Board of
Trustees of the Trust and Section 28(e)
of the Exchange Act, the Sub-Adviser is
authorized to pay to a broker or dealer
who provides such brokerage and research
services a commission for executing a
portfolio transaction for a Fund which
is in excess of the amount of commission
another broker or dealer would have
charged for effecting that transaction
if, but only if, the Sub-Adviser
determines in good faith that such
commission was reasonable in relation to
the value of the brokerage and research
services provided by such broker or
dealer -- viewed in terms of that
particular transaction or in terms of
the overall responsibilities of the Sub-
Adviser to its discretionary clients,
including a Fund.  In addition, the Sub-
Adviser is authorized to allocate
purchase and sale orders for securities
to brokers or dealers (including brokers
and dealers that are affiliated with the
Adviser, Sub-Adviser or the Trusts
principal underwriter) if the Sub-
Adviser believes that the quality of the
transaction and the commission are
comparable to what they would be with
other qualified firms.  In no instance,
however, will a Funds Assets be
purchased from or sold to the Adviser,
Sub-Adviser, the Trusts principal
underwriter, or any affiliated person of
either the Trust, Adviser, the Sub-
Adviser or the principal underwriter,
acting as principal in the transaction,
except to the extent permitted by the
Securities and Exchange Commission (SEC)
and the 1940 Act.


(d)	The Sub-Adviser shall maintain all books
and records with respect to transactions
involving the Assets required by
subparagraphs (b)(5), (6), (7), (9),
(10) and (11) and paragraph (f) of Rule
31a-1 under the 1940 Act.  The Sub-
Adviser shall keep the books and records
relating to the Assets required to be
maintained by the Sub-Adviser under this
Agreement and shall timely furnish to
the Adviser all information relating to
the Sub-Advisers services under this
Agreement needed by the Adviser to keep
the other books and records of a Fund
required by Rule 31a-1 under the 1940
Act.  The Sub-Adviser agrees that all
records that it maintains on behalf of a
Fund are property of the Fund and the
Sub-Adviser will surrender promptly to a
Fund any of such records upon the Funds
request; provided, however, that the
Sub-Adviser may retain a copy of such
records.  In addition, for the duration
of this Agreement, the Sub-Adviser shall
preserve for the periods prescribed by
Rule 31a-2 under the 1940 Act any such
records as are required to be maintained
by it pursuant to this Agreement, and
shall transfer said records to any
successor sub-adviser upon the
termination of this Agreement (or, if
there is no successor sub-adviser, to
the Adviser).

(e)	The Sub-Adviser shall provide a Funds
custodian on each business day with
information relating to all transactions
concerning a Funds Assets and shall
provide the Adviser with such
information upon request of the Adviser.

(f)  	To the extent called for by the Trusts
Compliance Policies and Procedures, or as
	reasonably requested by a Fund, the Sub-
Adviser shall provide the Fund with
information and advice regarding Assets
to assist the Fund in determining the
appropriate valuation of such Assets.

(g)	The investment management services
provided by the Sub-Adviser under this
Agreement are not to be deemed exclusive
and the Sub-Adviser shall be free to
render similar services to others, as
long as such services do not impair the
services rendered to the Adviser or the
Trust.

(h)	The Sub-Adviser shall promptly notify
the Adviser of any financial condition
that is reasonably likely to impair the
Sub-Advisers ability to fulfill its
commitment under this Agreement.

(i)	(i)	Except under the circumstances set
forth in subsection (ii), the Sub-
Adviser shall not be responsible
for reviewing proxy solicitation
materials or voting and handling
proxies in relation to the
securities held as Assets in a
Fund.  If the Sub-Adviser receives
a misdirected proxy, it shall
promptly forward such misdirected
proxy to the Adviser.

(ii)	The Sub-Adviser hereby agrees that
upon 60 days written notice from
the Adviser, the Sub-Adviser shall
assume responsibility for
reviewing proxy solicitation
materials and voting proxies in
relation to the securities held as
Assets in a Fund.  As of the time
the Sub-Adviser shall assume such
responsibilities with respect to
proxies under this sub-section
(ii), the Adviser shall instruct
the custodian and other parties
providing services to a Fund to
promptly forward misdirected
proxies to the Sub-Adviser.

(j)	In performance of its duties and
obligations under this Agreement, the
Sub-Adviser shall not consult with any
other sub-adviser to a Fund or a sub-
adviser to a portfolio that is under
common control with a Fund concerning
the Assets, except as permitted by the
policies and procedures of a Fund.  The
Sub-Adviser shall not provide investment
advice to any assets of a Fund other
than the Assets.

(k)	On occasions when the Sub-Adviser deems
the purchase or sale of a security to be
in the best interest of a Fund as well
as other clients of the Sub-Adviser, the
Sub-Adviser may, to the extent permitted
by applicable law and regulations,
aggregate the order for securities to be
sold or purchased.  In such event, the
Sub-Adviser will allocate securities so
purchased or sold, as well as the
expenses incurred in the transaction, in
a manner the Sub-Adviser reasonably
considers to be equitable and consistent
with its fiduciary obligations to a Fund
and to such other clients under the
circumstances.

(l)	The Sub-Adviser shall provide to the
Adviser or the Board of Trustees such
periodic and special reports, balance
sheets or financial information, and
such other information with regard to
its affairs as the Adviser or Board of
Trustees may reasonably request.  The
Sub-Adviser shall also furnish to the
Adviser any other information relating
to the Assets that is required to be
filed by the Adviser or the Trust with
the SEC or sent to shareholders under
the 1940 Act (including the rules
adopted thereunder) or any exemptive or
other relief that the Adviser or the
Trust obtains from the SEC.

(m) 	With respect to the Assets of a Fund,
the Sub-Adviser shall file any required
reports with the SEC pursuant to Section
13(f) and Section 13(g) of the
Securities Exchange Act of 1934, as
amended and the rules and regulations
thereunder.

	To the extent permitted by law, the services
to be furnished by the Sub-Adviser under this
Agreement may be furnished through the medium
of any of the Sub-Advisers partners, officers,
employees or control affiliates; provided,
however, that the use of such mediums does not
relieve the Sub-Adviser from any obligation or
duty under this Agreement.

2.	Duties of the Adviser.  The Adviser shall
continue to have responsibility for all
services to be provided to each Fund pursuant
to the Advisory Agreement and shall oversee
and review the Sub-Advisers performance of its
duties under this Agreement; provided,
however, that in connection with its
management of the Assets, nothing herein shall
be construed to relieve the Sub-Adviser of
responsibility for compliance with the Trusts
Declaration of Trust (as defined herein),
Prospectus, Compliance Policies and
Procedures, the instructions and directions of
the Board of Trustees of the Trust, the
requirements of the 1940 Act, the Code, and
all other applicable federal and state laws
and regulations, as each is amended from time
to time.

3.	Delivery of Documents.  The Adviser has
furnished the Sub-Adviser with copies of each
of the following documents:

(a)	The Trusts Agreement and Declaration of
Trust, as filed with the Secretary of State of
the Commonwealth of Massachusetts (such
Agreement and Declaration of Trust, as in
effect on the date of this Agreement and as
amended from time to time, herein called the
Declaration of Trust);

(b)	By-Laws of the Trust (such By-Laws, as
in effect on the date of this Agreement and as
amended from time to time, are herein called
the By-Laws); and

(c)	Prospectus of each Fund.

4.	Compensation to the Sub-Adviser.  For the
services to be provided by the Sub-Adviser
pursuant to this Agreement, the Adviser will
pay the Sub-Adviser, and the Sub-Adviser
agrees to accept as full compensation
therefor, a sub-advisory fee at the rate
specified in Schedule B which is attached
hereto and made part of this Agreement.
[SENTENCES REDACTED].  Except as may otherwise
be prohibited by law or regulation (including
any then current SEC staff interpretation),
the Sub-Adviser may, in its discretion and
from time to time, waive a portion of its fee.

5.	Indemnification.  The Sub-Adviser shall
indemnify and hold harmless the Adviser from
and against any and all claims, losses,
liabilities or damages (including reasonable
attorneys fees and other related expenses)
howsoever arising from or in connection with
the performance of the Sub-Advisers
obligations under this Agreement; provided,
however, that the Sub-Advisers obligation
under this Paragraph 5 shall be reduced to the
extent that the claim against, or the loss,
liability or damage experienced by the
Adviser, is caused by or is otherwise directly
related to the Advisers own willful
misfeasance, bad faith or negligence, or to
the reckless disregard of its duties under
this Agreement.

	The Adviser shall indemnify and hold harmless
the Sub-Adviser from and against any and all
claims, losses, liabilities or damages
(including reasonable attorneys fees and other
related expenses) howsoever arising from or in
connection with the performance of the
Advisers obligations under this Agreement;
provided, however, that the Advisers
obligation under this Paragraph 5 shall be
reduced to the extent that the claim against,
or the loss, liability or damage experienced
by the Sub-Adviser, is caused by or is
otherwise directly related to the Sub-Advisers
own willful misfeasance, bad faith or
negligence, or to the reckless disregard of
its duties under this Agreement.

6.	Duration and Termination.  This Agreement
shall become effective upon approval by the
Trusts Board of Trustees and its execution by
the parties hereto.  Pursuant to the exemptive
relief obtained in the SEC Order dated April
29, 1996, Investment Company Act Release No.
21921, approval of the Agreement by a majority
of the outstanding voting securities of a Fund
is not required, and the Sub-Adviser
acknowledges that it and any other sub-adviser
so selected and approved shall be without the
protection (if any) accorded by shareholder
approval of an investment advisers receipt of
compensation under Section 36(b) of the 1940
Act.

This Agreement shall continue in effect for a
period of more than two years from the date
hereof only so long as continuance is
specifically approved at least annually in
conformance with the 1940 Act; provided,
however, that this Agreement may be terminated
with respect to a Fund (a) by the Fund at any
time, without the payment of any penalty, by
the vote of a majority of Trustees of the
Trust or by the vote of a majority of the
outstanding voting securities of the Fund, (b)
by the Adviser at any time, without the
payment of any penalty, on not more than 60
days nor less than 30 days written notice to
the Sub-Adviser, or (c) by the Sub-Adviser at
any time, without the payment of any penalty,
on 90 days written notice to the Adviser.
This Agreement shall terminate automatically
and immediately in the event of its
assignment, or in the event of a termination
of the Advisory Agreement with the Trust.  As
used in this Paragraph 6, the terms assignment
and vote of a majority of the outstanding
voting securities shall have the respective
meanings set forth in the 1940 Act and the
rules and regulations thereunder, subject to
such exceptions as may be granted by the SEC
under the 1940 Act.

7.	Compliance Program of the Sub-Adviser.  The
Sub-Adviser hereby represents and warrants
that:

(a) 	in accordance with Rule 206(4)-7 under
the Investment Advisers Act of 1940, as
amended (the Advisers Act), the Sub-
Adviser has adopted and implemented and
will maintain written policies and
procedures reasonably designed to
prevent violation by the Sub-Adviser and
its supervised persons (as such term is
defined in the Advisers Act) of the
Advisers Act and the rules the SEC has
adopted under the Advisers Act; and

(b)	to the extent that the Sub-Advisers
activities or services could affect a
Fund, the Sub-Adviser has adopted and
implemented and will maintain written
policies and procedures that are
reasonably designed to prevent violation
of the federal securities laws (as such
term is defined in Rule 38a-1 under the
1940 Act) by the Funds and the Sub-
Adviser (the policies and procedures
referred to in this Paragraph 7(b),
along with the policies and procedures
referred to in Paragraph 7(a), are
referred to herein as the Sub-Advisers
Compliance Program).

8.	Reporting of Compliance Matters.

(a)	The Sub-Adviser shall promptly provide
to the Trusts Chief Compliance Officer
(CCO) the following documents:

(i) 	copies of all SEC examination
correspondences, including
correspondences regarding books
and records examinations and sweep
examinations, issued during the
term of this Agreement, in which
the SEC identified any concerns,
issues or matters (such
correspondences are commonly
referred to as deficiency letters)
relating to any aspect of the Sub-
Advisers investment advisory
business and the Sub-Advisers
responses thereto;

(ii)	a report of any material
violations of the Sub-Advisers
Compliance Program or any material
compliance matters (as such term
is defined in Rule 38a-1 under the
1940 Act) that have occurred with
respect to the Sub-Advisers
Compliance Program;

(iii)	a report of any material changes
to the policies and procedures
that compose the Sub-Advisers
Compliance Program;

(iv)	a copy of the Sub-Advisers chief
compliance officers report (or
similar document(s) which serve
the same purpose) regarding his or
her annual review of the Sub-
Advisers Compliance Program, as
required by Rule 206(4)-7 under
the Advisers Act; and

(v)	an annual (or more frequently as
the Trusts CCO may reasonably
request) representation regarding
the Sub-Advisers compliance with
Paragraphs 7 and 8 of this
Agreement.

(b)	The Sub-Adviser shall also provide the
Trusts CCO with:

	(i)	reasonable access to the testing,
analyses, reports and other
documentation, or summaries
thereof, that the Sub-Advisers
chief compliance officer relies
upon to monitor the effectiveness
of the implementation of the Sub-
Advisers Compliance Program; and

	(ii) 	reasonable access, during normal
business hours, to the Sub-
Advisers facilities for the
purpose of conducting pre-arranged
on-site compliance related due
diligence meetings with personnel
of the Sub-Adviser.

9.	Governing Law.  This Agreement shall be
governed by the internal laws of the
Commonwealth of Massachusetts, without regard
to conflict of law principles; provided,
however, that nothing herein shall be
construed as being inconsistent with the 1940
Act.

10.	Severability.  Should any part of this
Agreement be held invalid by a court decision,
statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and
their respective successors.

11.	Notice.  Any notice, advice or report to be
given pursuant to this Agreement shall be
deemed sufficient if delivered or mailed by
registered, certified or overnight mail,
postage prepaid addressed by the party giving
notice to the other party at the last address
furnished by the other party:

To the Adviser at:
SEI Investments Management
Corporation
One Freedom Valley Drive
Oaks, PA 19456
Attention:  Legal Department

To the Trusts CCO at:
SEI Investments Management
Corporation
One Freedom Valley Drive
Oaks, PA 19456
Attention:  Russ Emery

To the Sub-Adviser at:
Kleinwort Benson Investors
International Ltd
One Rockefeller Plaza, 32nd Floor
New York, NY 10020
Attention: Geoff Blake


12.	Noncompete Provisions.

	(a)	The Sub-Adviser hereby agrees that, the
Sub-Adviser will:

(i)	waive enforcement of any
noncompete agreement or other
agreement or arrangement to which
it is currently a party that
restricts, limits, or otherwise
interferes with the ability of the
Adviser to employ or engage any
person or entity to provide
investment advisory or other
services and will transmit to any
person or entity notice of such
waiver as may be required to give
effect to this provision; and

(ii)	not become a party to any
noncompete agreement or other
agreement or arrangement that
restricts, limits or otherwise
interferes with the ability of the
Adviser to employ or engage any
person or entity to provide
investment advisory or other
services.

(b)	Notwithstanding any termination of this
Agreement, the Sub-Advisers obligations
under this Paragraph 12 shall survive.

13.	Amendment of Agreement.  This Agreement may be
amended only by written agreement of the
Adviser and the Sub-Adviser and only in
accordance with the provisions of the 1940 Act
and the rules and regulations promulgated
thereunder.

14.	Entire Agreement.  This Agreement embodies the
entire agreement and understanding between the
parties hereto, and supersedes all prior
agreements and understandings relating to this
Agreements subject matter.  This Agreement may
be executed in any number of counterparts,
each of which shall be deemed to be an
original, but such counterparts shall,
together, constitute only one instrument.

	In the event the terms of this Agreement are
applicable to more than one portfolio of the
Trust (for purposes of this Paragraph 14, each
a Fund), the Adviser is entering into this
Agreement with the Sub-Adviser on behalf of
the respective Funds severally and not
jointly, with the express intention that the
provisions contained in each numbered
paragraph hereof shall be understood as
applying separately with respect to each Fund
as if contained in separate agreements between
the Adviser and Sub-Adviser for each such
Fund.  In the event that this Agreement is
made applicable to any additional Funds by way
of a Schedule executed subsequent to the date
first indicated above, provisions of such
Schedule shall be deemed to be incorporated
into this Agreement as it relates to such Fund
so that, for example, the execution date for
purposes of Paragraph 6 of this Agreement with
respect to such Fund shall be the execution
date of the relevant Schedule.


15.	Miscellaneous.

(a)	A copy of the Declaration of Trust is on file
with the Secretary of State of the
Commonwealth of Massachusetts, and notice is
hereby given that the obligations of this
instrument are not binding upon any of the
Trustees, officers or shareholders of a Fund
or the Trust.

(b)	Where the effect of a requirement of the 1940
Act or Advisers Act reflected in any provision
of this Agreement is altered by a rule,
regulation or order of the SEC, whether of
special or general application, such provision
shall be deemed to incorporate the effect of
such rule, regulation or order.

       IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their
officers designated below as of the day and year
first written above.


SEI Investments Management Corporation
Kleinwort Benson Investors
International


By:

 /s/ Stephen Beinhacker

By:

/s/ Geoff Blake
Name:

/s/ Stephen Beinhacker

Name:

Geoff Blake

Title:

Vice President

Title:

Director, Head of Business Development



By:

/s/ Ger Sloan


Name:

Ger Sloan


Title:

Director, Chief Operating
Officer


Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Kleinwort Benson Investors International

As of September 20, 2012


SEI INSTITUTIONAL INTERNATIONAL TRUST

Emerging Markets Equity Fund


Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
Kleinwort Benson Investors International

As of September 20, 2012

Pursuant to Paragraph 4, the Adviser shall pay the
Sub-Adviser compensation at an annual rate as
follows:



	[REDACTED]






Agreed and Accepted:


By:

 /s/ Stephen Beinhacker

By:

/s/ Geoff Blake
Name:

/s/ Stephen Beinhacker

Name:

Geoff Blake

Title:

Vice President

Title:

Director, Head of Business Development



By:

/s/ Ger Sloan


Name:

Ger Sloan


Title:

Director, Chief Operating
Officer

9

1

EX-99.77Q1 OTHR EXHB

SEI LIQUID ASSET TRUST
SEI TAX EXEMPT TRUST
SEI DAILY INCOME TRUST
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INTERNATIONAL TRUST
SEI ASSET ALLOCATION TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
SEI ALPHA STRATEGY PORTFOLIOS, L.P.
ADVISER MANAGED TRUST
NEW COVENANT FUNDS

Financial Officer Code of Ethics
1.	Introduction
The reputation and integrity of SEI Liquid
Asset Trust, SEI Tax Exempt Trust, SEI Daily
Income Trust, SEI Institutional Managed Trust,
SEI Institutional International Trust, SEI
Asset Allocation Trust, SEI Institutional
Investments Trust, SEI Alpha Strategy
Portfolios, L.P., Adviser Managed Trust and
New Covenant Funds (each a Trust and,
collectively, the Trusts) are valuable assets
that are vital to the each Trusts success.
The Trusts senior financial officers (SFOs)
are responsible for conducting the Trusts
business in a manner that demonstrates a
commitment to the highest standards of
integrity. The Trusts SFOs include the
principal executive officer, the principal
financial officer, comptroller or principal
accounting officer, and any person who
performs a similar function.
The Sarbanes-Oxley Act of 2002 (the Act)
effected sweeping corporate disclosure and
financial reporting reform on public
companies, including mutual funds, to address
corporate malfeasance and assure investors
that the companies in which they invest are
accurately and completely disclosing financial
information.  Under the Act, all public
companies (including the Trusts) must either
have a code of ethics for their SFOs, or
disclose why they do not.  The Act was
intended to foster corporate environments
which encourage employees to question and
report unethical and potentially illegal
business practices.  Each Trust has chosen to
adopt this Financial Officer Code of Ethics
(the Code) to encourage its SFOs to act in a
manner consistent with the highest principles
of ethical conduct.
2.	Purposes of the Code
The purposes of this Code are:
To promote honest and ethical conduct
by each Trusts SFOs, including the
ethical handling of actual or
apparent conflicts of interest
between personal and professional
relationships;
To assist each Trusts SFOs in
recognizing and avoiding conflicts of
interest, including disclosing to an
appropriate person any material
transaction or relationship that
reasonably could be expected to give
rise to such a conflict;
To promote full, fair, accurate,
timely, and understandable disclosure
in reports and documents that the
Trusts file with, or submit to, the
SEC and in other public
communications made by the Trusts;
To promote compliance with applicable
laws, rules and regulations;
To encourage the prompt internal
reporting to an appropriate person of
violations of this Code; and
To establish accountability for
adherence to this Code.
3.	Questions about this Code
Each Trusts compliance officer designated to
oversee compliance with the Trusts Code of
Ethics adopted pursuant to Rule 17j-1 shall
serve as Compliance Officer for the
implementation and administration of this
Code.  You should direct your questions about
this Code to the Compliance Officer.
4.	Conduct Guidelines
Each Trust has adopted the following
guidelines under which the Trusts SFOs must
perform their official duties and conduct the
business affairs of the Trust.
a)	Ethical and honest conduct is of
paramount importance.  Each Trusts SFOs
must act with honesty and integrity and
avoid violations of this Code, including
the avoidance of actual or apparent
conflicts of interest with the Trust in
personal and professional relationships.
b)	SFOs must disclose material transactions
or relationships. Each Trusts SFOs must
disclose to the Compliance Officer any
actual or apparent conflicts of interest
the SFO may have with the Trust that
reasonably could be expected to give
rise to any violations of this Code.
Such conflicts of interest may arise as
a result of material transactions or
business or personal relationships to
which the SFO may be a party.  If it is
not possible to disclose the matter to
the Compliance Officer, it should be
disclosed to the Trusts Chief Financial
Officer, Chief Executive Officer or
another appropriate person.  In addition
to disclosing any actual or apparent
conflicts of interest in which an SFO is
personally involved, the Trusts SFOs
have an obligation to report any other
actual or apparent conflicts which they
discover or of which they otherwise
become aware.  If you are unsure whether
a particular fact pattern gives rise to
a conflict of interest, or whether a
particular transaction or relationship
is material, you should bring the matter
to the attention of the Compliance
Officer.
c)	Standards for quality of information
shared with service providers of the
Trusts.  Each Trusts SFOs must at all
times seek to provide information to the
Trusts service providers (adviser,
administrator, outside auditor, outside
counsel, custodian, etc.) that is
accurate, complete, objective, relevant,
timely, and understandable.
d)	Standards for quality of information
included in periodic reports. Each
Trusts SFOs must at all times endeavor
to ensure full, fair, timely, accurate,
and understandable disclosure in the
Trusts periodic reports.
e)	Compliance with laws.  Each Trusts SFOs
must comply with the federal securities
laws and other laws and rules applicable
to the Trusts, such as the Internal
Revenue Code.
f)	Standard of care.  Each Trusts SFOs must
at all times act in good faith and with
due care, competence and diligence,
without misrepresenting material facts
or allowing your independent judgment to
be subordinated. Each Trusts SFOs must
conduct the affairs of the Trust in a
responsible manner, consistent with this
Code.
g)	Confidentiality of information. Each
Trusts SFOs must respect and protect the
confidentiality of information acquired
in the course of their professional
duties, except when authorized by the
Trust to disclose it or where disclosure
is otherwise legally mandated.  You may
not use confidential information
acquired in the course of your work for
personal advantage.
h)	Sharing of information and educational
standards.  Each Trusts SFOs should
share information with relevant parties
to keep them informed of the business
affairs of the Trust, as appropriate,
and maintain skills important and
relevant to the Trusts needs.
i)	Promote ethical conduct. Each Trusts
SFOs should at all times proactively
promote ethical behavior among peers in
your work environment.
j)	Standards for recordkeeping.  Each
Trusts SFOs must at all times endeavor
to ensure that the Trusts financial
books and records are thoroughly and
accurately maintained to the best of
their knowledge in a manner consistent
with applicable laws and this Code.
5.	Waivers of this Code
You may request a waiver of a provision of
this Code by submitting your request in
writing to the Compliance Officer for
appropriate review.  For example, if a family
member works for a service provider that
prepares a Trusts financial statements, you
may have a potential conflict of interest in
reviewing those statements and should seek a
waiver of this Code to review the work.  An
executive officer of each Trust, or another
appropriate person (such as a designated Board
or Audit Committee member), will decide
whether to grant a waiver.  All waivers of
this code must be disclosed to the applicable
Trusts shareholders to the extent required by
SEC rules.
6.	Affirmation of the Code
Upon adoption of the Code, each Trusts SFOs
must affirm in writing that they have
received, read and understand the Code, and
annually thereafter must affirm that they have
complied with the requirements of the Code. To
the extent necessary, each Trusts Compliance
Officer will provide guidance on the conduct
required by this Code and the manner in which
violations or suspected violations must be
reported and waivers must be requested.
7.	Reporting Violations
In the event that an SFO discovers or, in good
faith, suspects a violation of this Code, the
SFO must immediately report the violation or
suspected violation to the Compliance Officer.
The Compliance Officer may, in his discretion,
consult with another member of the Trusts
senior management or the Board in determining
how to address the suspected violation.  For
example, a Code violation may occur when a
periodic report or financial statement of a
Trust omits a material fact, or is technically
accurate but, in the view of the SFO, is
written in a way that obscures its meaning.
SFOs who report violations or suspected
violations in good faith will not be subject
to retaliation of any kind.  Reported
violations will be investigated and addressed
promptly and will be treated as confidential
to the extent possible.
8.	Violations of the Code
Dishonest or unethical conduct or conduct that
is illegal will constitute a violation of this
Code, regardless of whether this Code
specifically refers to such particular
conduct.  A violation of this Code may result
in disciplinary action, up to and including
removal as an SFO of the Trust.  A variety of
laws apply to the Trusts and their operations,
including the Securities Act of 1933, the
Investment Company Act of 1940, state laws
relating to duties owed by Trust officers, and
criminal laws. The Trusts will report any
suspected criminal violations to the
appropriate authorities, and will investigate,
address and report, as appropriate, non-
criminal violations.

EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting
Firm

The Board of Trustees and Shareholders
SEI Institutional International Trust:

In planning and performing our audits of the
financial statements of SEI Institutional
International Trust, comprised the International
Equity Fund, Emerging Markets Equity Fund,
International Fixed Income Fund and Emerging Markets
Debt Fund  (collectively, the Funds), as of and for
the year ended September 30, 2012, in accordance
with the standards of the Public Company Accounting
Oversight Board (United States), we considered the
Funds internal control over financial reporting,
including controls over safeguarding securities, as
a basis for designing our auditing procedures for
the purpose of expressing our opinion on the
financial statements and to comply with the
requirements of Form N-SAR, but not for the purpose
of expressing an opinion on the effectiveness of the
Funds internal control over financial reporting.
Accordingly, we express no such opinion.

Management of the Funds is responsible for
establishing and maintaining effective internal
control over financial reporting. In fulfilling this
responsibility, estimates and judgments by
management are required to assess the expected
benefits and related costs of controls. A companys
internal control over financial reporting is a
process designed to provide reasonable assurance
regarding the reliability of financial reporting and
the preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles. A companys internal control
over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable
assurance that transactions are recorded as
necessary to permit preparation of financial
statements in accordance with generally accepted
accounting principles, and that receipts and
expenditures of the company are being made only in
accordance with authorizations of management and
directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of
the companys assets that could have a material
effect on the financial statements.

Because of its inherent limitations, internal
control over financial reporting may not prevent or
detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are
subject to the risk that controls may become
inadequate because of changes in conditions, or that
the degree of compliance with the policies or
procedures may deteriorate.

A deficiency in internal control over financial
reporting exists when the design or operation of a
control does not allow management or employees, in
the normal course of performing their assigned
functions, to prevent or detect misstatements on a
timely basis.  A material weakness is a deficiency,
or a combination of deficiencies, in internal
control over financial reporting, such that there is
a reasonable possibility that a material
misstatement of the Funds annual or interim
financial statements will not be prevented or
detected on a timely basis.

Our consideration of the Funds internal control over
financial reporting was for the limited purpose
described in the first paragraph and would not
necessarily disclose all deficiencies in internal
control that might be material weaknesses under
standards established by the Public Company
Accounting Oversight Board (United States). However,
we noted no deficiencies in the Funds internal
control over financial reporting and its operation,
including controls over safeguarding securities,
that we consider to be a material weakness as
defined above as of September 30, 2012.

This report is intended solely for the information
and use of management and the Board
of Trustees of SEI Institutional International Trust
and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone
other than these specified parties.

/s/ KPMG LLP


Philadelphia, Pennsylvania
November 29, 2012

EX-99.77Q1 OTHR EXHB

Independent Accountants Report
The Board of Trustees/Directors
SEI Daily Income Trust, SEI Asset Allocation Trust,
SEI Institutional Investments Trust, SEI Alpha
Strategy
Portfolios, LP, SEI Liquid Asset Trust, Adviser
Managed Trust,
SEI Tax Exempt Trust, SEI Institutional Managed
Trust and
SEI Institutional International Trust:

We have examined the Interfund Lending Teams
(defined as representative employees of SEI
Investments Global Funds Services, SEI Investments
Management Corporation and other SEI personnel
(collectively, SEI)) compliance with the conditions
as required by Investment Company Act Release No.
26762 dated February 17, 2005, together with
Securities and Exchange Commission Release Number
IC-26783 dated March 15, 2005, (collectively,
hereinafter referred to as the Exemptive Order)
which permits the series of SEI Daily Income Trust,
SEI Asset Allocation Trust, SEI Institutional
Investments Trust, SEI Alpha Strategy Portfolios,
LP, SEI Liquid Asset Trust, Adviser Managed Trust,
SEI Tax Exempt Trust, SEI Institutional Managed
Trust and SEI Institutional International Trust
(collectively, the SEI Funds) to participate in a
credit facility (the Credit Facility) whereby each
of the SEI Funds may directly lend to, and each of
the SEI Funds may directly borrow from the other SEI
Funds for temporary purposes provided that the loans
are made in accordance with the terms and conditions
of the Exemptive Order during the period July 1,
2011 through June 30, 2012. The Interfund Lending
Team is responsible for compliance with the
requirements of the Exemptive Order. Our
responsibility is to express an opinion on the
Interfund Lending Teams compliance based on our
examination.

Our examination was conducted in accordance with
attestation standards established by the American
Institute of Certified Public Accountants and,
accordingly, included examining, on a test basis,
evidence about the Interfund Lending Teams
compliance with the requirements of the Exemptive
Order and performing such other procedures as we
considered necessary in the circumstances. We
believe that our examination provides a reasonable
basis for our opinion. Our examination does not
provide a legal determination on the Interfund
Lending Teams compliance with specified
requirements.

In our opinion, the Interfund Lending Team complied,
in all material respects, with the aforementioned
requirements in the Exemptive Order for the period
July 1, 2011 through June 30, 2012.
This report is intended solely for the information
and use of SEI management and the Board of
Trustees/Directors of the SEI Funds and the
Securities and Exchange Commission and is not
intended to be and should not be used by anyone
other than these specified parties.

/s/ KPMG LLP

Philadelphia, Pennsylvania
September 19, 2012