0001104659-07-028350 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT SEI TAX EXEMPT TRUST
Investment Sub-Advisory Agreement • April 13th, 2007 • Sei Tax Exempt Trust • Massachusetts

AGREEMENT made as of this 16 day of March, 2007 between SEI Investments Management Corporation (the “Adviser”) and Spectrum Asset Management, Inc. (the “Sub-Adviser”).

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INVESTMENT SUB-ADVISORY AGREEMENT SEI TAX EXEMPT TRUST
Investment Sub-Advisory Agreement • April 13th, 2007 • Sei Tax Exempt Trust • Massachusetts

AGREEMENT made as of this day of , 2007 between SEI Investments Management Corporation (the “Adviser”) and Pacific Investment Management Company LLC (the “Sub-Adviser”).

Schedule E to the Investment Advisory Agreement between SEI Tax Exempt Trust and SEI Investments Management Corporation
Sei Tax Exempt Trust • April 13th, 2007

This Schedule E 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”).

SCHEDULE B TO THE DISTRIBUTION AGREEMENT DATED AS OF SEPTEMBER 16, 2002 AS AMENDED AND RESTATED SEPTEMBER 17, 2003 AND MARCH 14, 2007 BETWEEN SEI TAX EXEMPT TRUST AND SEI INVESTMENTS DISTRIBUTION CO.
Distribution Agreement • April 13th, 2007 • Sei Tax Exempt Trust

This Agreement shall apply with respect to portfolios of the Trust, either now existing or in the future created. The following is a listing of the current portfolios of the Trust:

Schedule D to the Investment Advisory Agreement between SEI Tax Exempt Trust and SEI Investments Management Corporation
Sei Tax Exempt Trust • April 13th, 2007

This Schedule D 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”).

Schedule F to the Investment Advisory Agreement between SEI Tax Exempt Trust and SEI Investments Management Corporation
Sei Tax Exempt Trust • April 13th, 2007

This Schedule F 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”).

Schedule G to the Investment Advisory Agreement between SEI Tax Exempt Trust and SEI Investments Management Corporation
Sei Tax Exempt Trust • April 13th, 2007

This Schedule G 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”).

SCHEDULE D TO THE AMENDED AND RESTATED ADMINISTRATION AND TRANSFER AGENCY AGREEMENT BETWEEN SEI TAX EXEMPT TRUST AND SEI INVESTMENTS FUND MANAGEMENT DATED AS OF DECEMBER 10, 2003 AS AMENDED MARCH 14, 2007
Administration and Transfer Agency Agreement • April 13th, 2007 • Sei Tax Exempt Trust

Portfolios: This Agreement shall apply with respect to all portfolios of the Trust, either now existing or in the future created. The following is a listing of the current portfolios of the Trust (collectively, the “Funds”):

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