EX-99.77B ACCT LTTR

Report of Independent Registered Public Accounting
Firm

To 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 of the International
Equity Fund, Emerging Markets Equity Fund,
International Fixed Income Fund, and the Emerging
Markets Debt Fund (collectively, the Funds), as of
and for the year ended September 30, 2017, 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, 2017.

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, PA
November 29, 2017

EX-99.77Q1 OTHR EXHB

SEI TAX EXEMPT TRUST
SEI DAILY INCOME TRUST
SEI INSTITUTIONAL MANAGED TRUST
SEI INSTITUTIONAL INTERNATIONAL TRUST
SEI ASSET ALLOCATION TRUST
SEI INSTITUTIONAL INVESTMENTS TRUST
ADVISER MANAGED TRUST
NEW COVENANT FUNDS
SEI INSURANCE PRODUCTS TRUST
SEI CATHOLIC VALUES TRUST
			 SEI CAYMAN FOREIGN CORPORATIONS
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, Adviser Managed Trust, New
Covenant Funds, SEI Insurance Products Trust,
SEI Catholic Values Trust and SEI Cayman
Foreign Corporations (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.









Dated:	September 2016

EX-99.77Q1 OTHR EXHB

INVESTMENT SUB-ADVISORY AGREEMENT
SEI INSTITUTIONAL INTERNATIONAL TRUST
       AGREEMENT made as of this 27 day of June 2017
between SEI Investments Management Corporation (the
Adviser) and J O Hambro Capital Management Limited
(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,
1


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.
2


(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)	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.
(i)	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.
(j)	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.
(k)	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.
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.
3


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. The
fee will be calculated based on the average
daily value of the Assets, excluding cash with
respect to a Fund that is an equity fund,
under the Sub-Advisers management and will be
paid to the Sub-Adviser monthly. For the
avoidance of doubt, notwithstanding the fact
that the Agreement has not been terminated, no
fee will be accrued under this Agreement with
respect to any day that the value of the
Assets under the Sub-Advisers management
equals zero. 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
4


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:
5


(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:


6


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:	J O Hambro
Capital Management Limited
Ground Floor
Ryder Court
14 Ryder
Street
London
SW1Y 6QB
UK
Attention:
Helen Vaughan
	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,
7


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	J O Hambro
Capital Management Limited
By:						By:
/s/ William T. Lawrence			/s/ M. Helen
Vaughn		Kenneth Lambden
Name: 						Name:
William T. Lawrence				M. H.
Vaughn			K. Lambden
Title:						Title:
Vice President					COO
			CEO
8


Schedule A
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
J O Hambro Capital Management Limited
As of June 27, 2017
SEI INSTITUTIONAL INTERNATIONAL TRUST
Emerging Markets Equity Fund


9


Schedule B
to the
Sub-Advisory Agreement
between
SEI Investments Management Corporation
and
J O Hambro Capital Management Limited
As of June 27, 2017
Pursuant to Paragraph 4, the Adviser shall pay the Sub-Adviser compensation
at an annual rate as
follows:
SEI Institutional International Trust
Emerging Markets Equity Fund	[REDACTED]
Agreed and Accepted:
SEI Investments Management Corporation	J O Hambro Capital Management Limited
By:						By:
/s/ William T. Lawrence			/s/ M. Helen Vaughn		Kenneth Lambden
Name: 						Name:
William T. Lawrence				M. H. Vaughn			K. Lambden
Title:						Title:
Vice President					COO			CEO

10

EX-99.77Q1 OTHR EXHB

 INVESTMENT SUB-
ADVISORY AGREEMENT
SEI INSTITUTIONAL
INTERNATIONAL TRUST

       AGREEMENT made as of this 12th day of
September, 2017 between SEI Investments
Management Corporation (the Adviser) and
Colchester Global Investors Limited (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 compliance policy and
procedures 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. The Adviser acknowledges that the
Sub-Adviser may periodically outsource to
third parties functions related to its
business and business operations, and that
the disclosure of information to any such
third party shall not constitute a breach
or violation of 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. The
fee will be calculated based on the average
daily value of the Assets, excluding cash
with respect to a Fund that is an equity
fund, under the Sub-Advisers management and
will be paid to the Sub-Adviser monthly.
For the avoidance of doubt, notwithstanding
the fact that the Agreement has not been
terminated, no fee will be accrued under
this Agreement with respect to any day
that the value of the Assets under the
Sub-Advisers management equals zero. 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, subject to the
confidentiality provisions described
below in Section 8(a)(i), to the
Trusts Chief Compliance Officer (CCO)
the following documents:


(i)	to the extent the Sub-Adviser is
permitted to do so by applicable
law or regulation, a summary of
all non-routine 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
(which the Advisor will hold in
confidence and not disclose to
any third party without the
Sub-Advisors prior written
consent). The Sub-Adviser shall
ensure that any information
provided to the Adviser pursuant
to this Section 8(a)(i) shall
be redacted to the extent
necessary to protect the
confidentiality of the Sub-
Advisers other clients;

(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 summary 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 during normal
business hours to summary
outlines of the testing 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:
Colchester Global Investors Limited
20 Savile Row
London W1S 3PR, United
Kingdom Attention: Keith
Lloyd


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
Colchester Global Investors
Limited

By:	_/s/ William T. Lawrence

By:	_/s/ Keith Lloyd
Name:	William T. Lawrence
Name:	Keith Lloyd
Title:	Vice President
Title:	Director
Witnessed By:
/s/ Laura Evans
Name:
Laura Evans
Title:
Legal Associate


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SEI INSTITUTIONAL
INTERNATIONAL TRUST

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

SEI Institutional International Trust

              International Fixed Income Fund
	R
EDACTED




Agreed and Accepted:


SEI Investments Management Corporation
Colchester Global Investors
Limited

By:	_/s/ William T. Lawrence

By:	_/s/ Keith Lloyd
Name:	William T. Lawrence
Name:	Keith Lloyd
Title:	Vice President
Title:	Director

Witnessed By:
/s/ Laura Evans