0001104659-08-066977 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT SEI TAX EXEMPT TRUST
Investment Sub-Advisory Agreement • October 30th, 2008 • Sei Tax Exempt Trust • Massachusetts

AGREEMENT made as of this 13 day of August, 2008 between SEI Investments Management Corporation (the “Adviser”) and Lehman Brothers Asset Management LLC (the “Sub-Adviser”).

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Shareholder Service Plan and Agreement SEI TAX EXEMPT TRUST CLASS G SHARES
Plan and Agreement • October 30th, 2008 • Sei Tax Exempt Trust • Pennsylvania

SEI Tax Exempt Trust (the “Trust”) is an open-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and currently consisting of a number of separately managed portfolios (the “Portfolios”). The Trust desires to retain SEI Investments Distribution Co. (the “Distributor”), a Pennsylvania corporation, to itself provide or to compensate service providers who themselves provide, the services described herein to clients (the “Clients”) who from time to time beneficially own Class G Shares (“Shares”) of any Portfolio of the Trust. The Distributor is willing to itself provide or to compensate service providers for providing, such shareholder services in accordance with the terms and conditions of this Agreement.

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