CONSENT TO ASSIGNMENT AND ASSUMPTION
1. SEI Financial Management Corporation ("Assignor") hereby notifies SEI
Tax Exempt Trust ("Trust") that it intends to assign all of its rights
and delegate its obligations under the Administration Agreement
between the Trust and SEI Financial Management Corporation, dated
August 30, 1988, as amended (the "Assignment and Assumption
Agreement") to SEI Fund Management, ("Assignee"), no later than June
1, 1996, in connection with the transition of Assignor's fund
administration and distribution business to Assignee.
2 Trust releases Assignor from its rights and obligations under the
Agreement on or after the date the Assignment and Assumption Agreement
is executed and any liability or responsibility for (i) breach of the
Agreement by Assignee or (ii) demands and claims made against the
Trust or damages, losses or expenses incurred by the Trust on or after
the date of the Assignment and Assumption Agreement, unless such
demands, claims, losses, damages or expenses arose out of or resulted
from an act or omission of Assignor prior tot he date of the
Assignment and Assumption Agreement.
3. This consent is not a waiver or estoppel with respect to any rights
the Trust may have by reason of the past performance or failure to
perform by Assignor.
4. This consent is conditioned upon the execution of an Assignment and
Assumption Agreement between Assignor and Assignee that require(s)
Assignee (i) to assume all rights and obligations of Assignor under
the Agreement and (ii) to be liable to the trust for any default or
Breach of the Agreement to the extent the default or breach occurs on
or after the date of execution of the Assignment and Assumption
Agreement.
5. Except as provided herein, neither this consent not the Assignment and
Assumption Agreement shall alter or modify the terms or conditions of
the Agreement.
Trust: Assignor:
SEI Tax Exempt Trust SEI Financial Management Corporation
By: /s/ Xxxx Xxxx By: /s/ Xxxx Xxxx
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Title: Vice President Title: Vice President
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Date: May 31, 1996 Date: May 31, 1996
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