INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 12th day of April, 1989, by and between SEI Tax Exempt
Trust, a Massachusetts business trust (the "Trust"), and Xxxxx, Xxxx & Xxxxx
Advisers, Inc., a Delaware Corporation (the "Adviser").
WHEREAS, the Trust Is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended, consisting of
several series of shares, each having its own investment policies; and
WHEREAS, the Trust has retained SEI financial Management Corporation (the
"Manager") to provide administration of the Trust's operations, subject to the
control of the Board of Trustees;
WHEREAS, the Trust desires to retain the Adviser to render investment management
services with respect to its Intermediate-Term Municipal Portfolio and such
other portfolios as the Trust and the Adviser may agree upon (the "Portfolios")
and the Adviser is willing to render such services;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
l. Duties of Adviser. The Trust employs the Adviser to manage the
investment and reinvestment of the assets, and to continuously review,
supervise, and administer the investment program of the Portfolios, to
determine in its discretion the securities to be purchased or sold or
exchanged and what portion, if any, of the assets of the Portfolios
shall be held uninvested and on behalf of the portfolios, to make
changes in investments, to provide the manager and the Trust with
records concerning the Adviser's activities which the Trust is
required to maintain, and to render regular reports to the Manager and
to the Trust's officers and Trustees concerning the Adviser's
discharge of the foregoing responsibilities. The Adviser shall
discharge the foregoing responsibilities subject to the control of the
officers and the Trustees of the Trust and in compliance with such
policies as the Trustees may from time to time establish, and
incompliance with the objectives, policies, and limitations for each
such Portfolio set forth in the Trust's prospectus from time to time,
and applicable laws and regulations. The Adviser accepts such
employment and agrees, at its own expense, to render services and to
provide office space, furnishings and equipment and the personnel
required by it to perform the services on the terms and for the
compensation provided herein.
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers and dealers that will execute the purchases and sales of
portfolio securities for the Portfolios and is directed to use its
best efforts to obtain the best net results as described in the
Trust's prospectus from time to time. The Adviser will promptly
communicate to the Manager and to the officers and the Trustees of the
Trust such information relating to portfolio transactions as they may
reasonably request.
3. COMPENSATION OF THE ADVISER. for the services to be rendered by
the Adviser as provided in Sections l and 2 of this Agreement, the
Trust shall pay to the Adviser compensation at the rate specified In
the schedule(s) which are attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end
of each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule(s) to
the assets. The fee shall be based on the average daily net assets
for the month involved.
4. OTHER SERVICES. At the request of the Trust or the manager, the
Adviser in its discretion may make available to the Trust office
facilities, equipment, personnel, and other services. Such office
facilities, equipment, personnel and services shall be provided for or
rendered by the Adviser and billed to the Trust or the Manager at the
Adviser's cost.
5. REPORTS. The Trust and the Adviser agree to furnish to each
other, if applicable, current prospectuses, proxy statements, reports
to shareholders, certified copies of their financial statements, and
such other information with regard to their affairs as each may
reasonably request.
6. STATUS OF ADVISER. The services of the Adviser to the Trust are
not to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Trust are
not impaired thereby. The Adviser shall be deemed to be an
independent contractor and shall, unless otherwise expressly provided
or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.
7. CERTAIN RECORDS. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule 3la-2
promulgated under the Investment Company Act of 1940 which are
prepared or maintained by the Adviser on behalf of the Trust are the
property of the Trust and will be surrendered promptly to the Trust on
request.
8. LIABILITY OF ADVISER. The Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the
Manager, the Trust, or any portfolio in connection with the matters to
which this Agreement relates, provided however that no provision of
this Agreement shall be deemed to protect the Adviser against any
liability to the Trust or its shareholders to which it might otherwise
be subject by willful misfeasance, bad faith or gross negligence in
the
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performance of its duties or reckless disregard of its obligations under
this Agreement.
9. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of the
Trust are or may be interested In the Adviser (or any successor
thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders of
the Adviser are or may be interested in the Trust as Trustees,
shareholders or otherwise; and the Adviser (or any successor) thereof
is or may be interested in the Trust as a shareholder or otherwise.
10. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue for two years after its
initial approval as to each Portfolio and thereafter, for periods of
one year so long as such continuance thereafter is specifically
approved at least annually (a) by the vote of a majority of those
Trustees of the Trust who are not parties to this Agreement or
Interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the
Trustees of the Trust or by vote of a majority of the outstanding
voting securities of each Portfolio; provided, however, that if the
shareholders of any Portfolio fail to approve the Agreement as
provided herein, the Adviser may continue to serve hereunder in the
manner and to the extent permitted by the Investment Company Act of
1940 and the rules and regulations thereunder. The foregoing
requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent
with the investment Company Act of 1940 and the rules and regulations
thereunder. This Agreement may be terminated as to any Portfolio at
any time, without the payment of any penalty by vote of a majority of
the Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on not less than 30 days nor more
than 60 days written notice to the Adviser, or by the Adviser at any
time without the payment of any penalty, on 90 days written notice to
the Trust. This Agreement will automatically and immediately
terminate in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered, or
mailed postpaid, to the other party at the following address:
To the Trust: c/o SEI Financial Management Corporation
000 Xxxx Xxxxxxxxxx Xxxx
Xxxxx, XX 00000-0000
To the Adviser: Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000-00
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As used in this Section 10, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the
Investment Company Act of 1940 and the rules and regulations
thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
11. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
A copy of the Declaration of Trust of the Trust is on file with the Secretary 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
are not binding upon any of the Trustees, officers, or shareholders of the Trust
Individually but binding only upon the assets and property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
XXXXX, XXXX & XXXXX ADVISERS, INC. SEI TAX EXEMPT TRUST
By: signed-signature illegible By: /s/ Xxxxxx X. Xxxxxx
----------------------------- ----------------------------
Its: Vice President Its: Vice President
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Schedule A
Fee Schedule - SEI Tax Exempt Trust
Intermediate-Term Municipal Portfolio
Net Asset Value Annual Fee
--------------------------------------------------------------------------------
Up to $ 150,000,000 .18%
Over 150,000,000 .16%
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SCHEDULE B*
FEE SCHEDULE - SEI TAX EXEMPT TRUST
INSTITUTIONAL TAX FREE PORTFOLIO
Net Asset Value Annual Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Up to $500,000,000 .05%
Next $500,000,000 .04%
Over $1,000,000,000 .03%
*Notwithstanding any other provision in Paragraph 10 (Duration and Termination)
of this Agreement, this Agreement shall terminate automatically (with respect
to the institutional Tax Free Portfolio) without penalty 120 days after its
initial effective date unless approved by the majority of the outstanding voting
securities of the Portfolio.
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SCHEDULE C*
FEE SCHEDULE - SEI TAX EXEMPT TRUST
PENNSYLVANIA TAX FREE PORTFOLIO
Net Asset Value Annual Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Up to $500,000,000 .05%
Next $500,000,000
Over $1,000,000,000 .03%
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SCHEDULE D*
FEE SCHEDULE - SEI TAX EXEMPT TRUST
CALIFORNIA TAX EXEMPT PORTFOLIO
Net Asset Value Annual Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Up to $500,000,000 .05%
Next $500,000,000 .04%
Over $1,000,000,000 .03%
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SCHEDULE E
FEE SCHEDULE - SEI TAX EXEMPT TRUST
BAINBRIDGE PORTFOLIO
AUGUST 5, 1992
Net Assets Annual Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Up to $500 million .05%
$500 million to $1 billion .04%
Over $1 billion .03%
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SCHEDULE F
TO THE
INVESTMENT ADVISORY AGREEMENT
BETWEEN
SEI TAX EXEMPT TRUST
AND
XXXXX, XXXX & XXXXX ADVISERS, INC.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Institutional Tax Free Portfolio
Pennsylvania Tax Free Portfolio
California Tax Exempt Portfolio
Bainbridge Portfolio
Net Asset Value Annual Fee
--------------- ----------
Up to $500,000,000 .05%
Next $500,000,000 .04%
Over $1,000,000,000 .03%
The fees for the Institutional Tax Free Portfolio, Pennsylvania Tax Free
Portfolio, California Tax Exempt Portfolio and the Bainbridge Portfolio shall be
calculated by aggregating the assets of the four portfolios, applying the above
fee schedule and then allocating the fee to each of those portfolios based upon
their relative net assets.
This fee schedule dated December 10, 1993 replaces Schedules B, C, D and E of
this Agreement.
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