FORM OF
SCHEDULE C
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI TAX EXEMPT TRUST
AND
SEI INVESTMENTS MANAGEMENT CORPORATION
This Schedule B forms a supplement to the Investment Advisory Agreement
(the "Agreement") dated 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: Massachusetts
Tax Free Money Market 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 0.04%.
The date of this Schedule C is December 29, 2000, 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 C 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 B as of the 29th
day of December, 2000.
IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed
as of December 29, 2000.
SEI Tax Exempt Trust SEI Investments Management Corporation
By: By:
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Attest: Attest:
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