AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
SEI TAX EXEMPT TRUST
AGREEMENT made this 31st day of December, 1995 by and between SEI Tax
Exempt Trust, a Massachusetts business trust (the "Trust"), and Xxxxx, Xxxx &
Xxxxx, L.L.C., a Delaware limited liability company (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), 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 Trusts operations, subject to the
control of the Board of Trustees;
WHEREAS, immediately prior to the date hereof the Trust and Xxxxx, Xxxx &
Xxxxx Advisers, Inc. were parties to an Investment Advisory Agreement pursuant
to which Xxxxx, Xxxx & Xxxxx Advisers, Inc. provided investment management
services to the Trust (the `Prior Agreement');
WHEREAS, the Trust and Xxxxx, Xxxx & Xxxxx Advisers, Inc. have determined
to amend and restate the terms of the Prior Agreement to, among other things,
reflect the fact that the Adviser will directly provide investment management
services to the portfolios listed on the schedule(s) attached hereto and made
part of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein, the
parties hereto agree as follows:
1. DUTIES OF THE 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 m
compliance with the objectives, policies, and limitations for each such
Portfolio set forth in the Trust's prospectus and statement of additional
information as amended from time to tune (the `Prospectus'), 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 or
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. 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 1 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.
All rights of compensation under this Agreement for services performed as
of or prior to the date of termination of this Agreement shall survive such
termination.
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 THE 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 31a-2 promulgated under
the 1940 Act 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. LIMITATION OF LIABILITY OF THE 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 performance of
its duties or reckless disregard of its obligations under this Agreement.
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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 in effect until March 31, 1996; thereafter,
it shall continue in effect 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 1940 Act and 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 1940 Act 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 000000000
To the Adviser: Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000-0000
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 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
11. GOVERNING LAW. This Agreement shall be governed by the internal laws of the
Commonwealth of Massachusetts, without regard to conflict of law
principles; provided, however, that nothing herein shall be construed as
being inconsistent with the 1940 Act.
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12. 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 Agreement and 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 is 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.
No portfolio of the Trust shall be liable fix the obligations of any other
portfolio of the Trust. Without limiting the generality of the foregoing, the
Adviser shall look only to the assets of the Portfolios for payment of fees for
services rendered to the Portfolios.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and' year first written above.
SEI TAX EXEMPT TRUST XXXXX, XXXX & XXXXX, L.L.C
By:/s/Xxxxxx X. Xxxxxxx By: /s/Xxxxxxx Xxxxxxx
-------------------------------- ----------------------------------
Name: Xxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxx
----------------------------- --------------------------------
Attest: /s/Xxxxxxxx Xxxxx Attest: /s/Xxxxxxx X. Xxxxxx
--------------------------- ------------------------------
Name: Xxxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxxx
----------------------------- --------------------------------
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SCHEDULE DATED DECEMBER 31, 1995
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED DECEMBER 31, 1995
BETWEEN
SEI TAX EXEMPT TRUST
AND
XXXXX, XXXX & XXXXX, L.L.C.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Tax Free
Institutional Tax Free Portfolio
Pennsylvania Tax Free Portfolio
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%
The fees for the Tax Free, Institutional Tax Free, Pennsylvania Tax Free and
California Tax Exempt Portfolios 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.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
New York Intermediate-Term Municipal Portfolio
NET ASSET VALUE ANNUAL FEE
--------------- ----------
Up to $150,000,000 .18%
Over $150,000,000 .16%
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