FORM OF
SCHEDULE D
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI TAX EXEMPT TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
This Schedule D forms a supplement to the Investment Advisory Agreement
(the "Agreement") daetd April 16, 1996 between SEI Tax Exempt Trust (the
"Trust") and SEI Investments Management Corporation, f/k/a SEI Financial
Management Corporation (the "Adviser").
RECITALS
WHEREAS, the Trust and the Adviser entered into the Agreement, which
sets forth the rights and obligations of the parties pertaining to the
management of separate portfolios of the Trust managed by the Adviser; and
WHEREAS, the Trust has created an additional portfolio: Short Duration
Municipal Fund (the "Fund"), and has approved of the Adviser's management of the
Fund as a "manager of managers," in accordance with the Agreement.
AGREEMENTS
Now, therefore, the parties agree as follows:
The Trust hereby appoints the Adviser to act as investment adviser to
the Fund as provided in Section 1 of the Agreement. In making the Agreement
applicable with respect to the Fund, the Agreement is being entered into
severally and not jointly, as it pertains to the respective funds of the
Trust, and the Trust and the Adviser intend that the numbered provisions
contained in the Agreement be understood as applying separately to the Fund
as if contained in, and forming, a separate agreement.
The compensation of the Adviser, determined as set forth in Article 4 of
the Agreement with respect to the Fund, will be 0.33%. For the purposes of
this fee schedule, the Advisor's fees will be calculated based upon the net
assets of the Fund, provided, however, payment to the Adviser shall not
exceed payment due from the Adviser to the Sub-Adviser in accordance with
the terms of the Sub-Advisory agreement for the Fund.
The date of this Schedule D is September 17, 2003 which shall be deemed the
date upon which the Agreement has been executed with respect to the Fund.
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of State of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the Trust
as Trustees, and is not binding upon any of the Trustees, officers, or
shareholders of the Trust individually, but is binding only upon the assets
and property of the Trust.
This Schedule D may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
The parties listed below have executed this Schedule D as of the ___th day
of _____, 2003.
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed
as of ____________, 2003.
SEI Tax Exempt Trust SEI Investments Management Corporation
By: ____________________________ By: ______________________________
Attest: ________________________ Attest: __________________________
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