SEI TAX EXEMPT TRUST, 485BPOS, 1996-05-02

SEI TAX EXEMPT TRUST
485BPOS, 1996-05-02

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 2, 1996

FILE NO. 2-76990
FILE NO. 811-3447

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 39 /x/

AND

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 41 /x/

SEI TAX EXEMPT TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

C/O CT CORPORATION
2 OLIVER STREET
BOSTON, MASSACHUSETTS 02109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (800) 342-5734

DAVID G. LEE
C/O SEI CORPORATION
680 E. SWEDESFORD ROAD
WAYNE, PENNSYLVANIA 19087
(NAME AND ADDRESS OF AGENT FOR SERVICE)

<TABLE>
<CAPTION>
COPIES TO:
<S> <C>
RICHARD W. GRANT, ESQUIRE JOHN H. GRADY, JR., ESQUIRE
MORGAN, LEWIS & BOCKIUS LLP MORGAN, LEWIS & BOCKIUS LLP
2000 ONE LOGAN SQUARE 1800 M STREET, N.W.
PHILADELPHIA, PENNSYLVANIA 19103 WASHINGTON, DC 20036
</TABLE>

IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE (CHECK APPROPRIATE BOX)
/x/ IMMEDIATELY UPON FILING PURSUANT TO PARAGRAPH (b)
/ / ON /DATE/ PURSUANT TO PARAGRAPH (b)
/ / 60 DAYS AFTER FILING PURSUANT TO PARAGRAPH (a)
/ / ON (DATE) PURSUANT TO PARAGRAPH (a) OF RULE 485

- --------------------------------------------------------------------------------

Registrant filed a Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended, on October 25, 1995 for its fiscal year ended
August 31, 1995.
================================================================================

<PAGE> 2
SEI TAX EXEMPT TRUST

POST-EFFECTIVE AMENDMENT NO. 39

CROSS REFERENCE SHEET
PART A -- TAX FREE PORTFOLIO CLASS A SHARES

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ------------- --------
<S> <C> <C>
Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment Objective and Policies; General
Investment Policies; Investment Limitations; General
Information--The Trust
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . The Manager and Shareholder Servicing Agent; The
Adviser; General Information--Trustees of the Trust;
General Information-- Custodian and Wire Agent
Item 5A. Management's Discussion of Fund Performance . . . . . . *
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Taxes; General Information--Voting Rights; General
Information--Shareholder Inquiries; General
Information--Dividends; Taxes
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
</TABLE>

PART A -- INSTITUTIONAL TAX FREE PORTFOLIO CLASS A, CLASS B AND CLASS C SHARES

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ------------- --------
<S> <C> <C>
Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment Objective and Policies; General
Investment Policies; Investment Limitations; General
Information--The Trust
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . The Manager and Shareholder Servicing Agent; The
Adviser; General Information--Trustees of the Trust;
General Information-- Custodian and Wire Agent
Item 5A. Management's Discussion of Fund Performance . . . . . . *
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Taxes; General Information--Voting Rights; General
Information-- Shareholder Inquiries; General
Information--Dividends
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of Shares
</TABLE>

(i)

<PAGE> 3
<TABLE>
<S> <C> <C>
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
</TABLE>

PART A -- CALIFORNIA TAX EXEMPT PORTFOLIO CLASS A, CLASS B AND CLASS C SHARES
AND CALIFORNIA INTERMEDIATE TERM MUNICIPAL PORTFOLIO CLASS A SHARES

<TABLE>
<CAPTION>
N-1A ITEM NO. Location
- ------------- --------
<S> <C> <C>
Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment Objectives and Policies; General
Investment Policies; Risk Factors; Investment
Limitations; General Information--The Trust
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . The Manager and Shareholder Servicing Agent; The
Adviser; General Information--Trustees of the Trust;
General Information-- Custodian and Wire Agent
Item 5A. Management's Discussion of Fund Performance . . . . . . *
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Taxes; General Information--Voting Rights, General
Information-- Shareholder Inquiries; General
Information--Dividends
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
</TABLE>

PART A -- PENNSYLVANIA MUNICIPAL PORTFOLIO CLASS A SHARES AND PENNSYLVANIA TAX
FREE PORTFOLIO CLASS A, CLASS B AND CLASS C SHARES

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ------------- --------
<S> <C> <C>
Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment Objective and Policies; General
Investment Policies; Risk Factors; Investment
Limitations; General Information--The Trust
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . The Manager and Shareholder Servicing Agent; The
Adviser; General Information--Trustees of the Trust;
General Information-- Custodian and Wire Agent
Item 5A. Management's Discussion of Fund Performance . . . . . . **
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Taxes; General Information--Voting Rights, General
Information-- Shareholder Inquiries; General
Information--Dividends
</TABLE>

(ii)

<PAGE> 4
<TABLE>
<S> <C> <C>
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
</TABLE>

PART A -- INTERMEDIATE-TERM MUNICIPAL PORTFOLIO CLASS A SHARES

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ------------- --------
<S> <C> <C>
Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment Objective and Policies; General
Investment Policies; Risk Factors; Investment
Limitations; General Information--The Trust
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . The Manager and Shareholder Servicing Agent; The
Adviser; General Information--Trustees of the Trust;
General Information-- Custodian and Wire Agent
Item 5A. Management's Discussion of Fund Performance . . . . . . **
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Taxes; General Information--Voting Rights, General
Information-- Shareholder Inquiries; General
Information--Dividends
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
</TABLE>

PART A -- KANSAS TAX FREE INCOME PORTFOLIO CLASS A AND CLASS B SHARES

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ------------- --------
<S> <C> <C>
Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment Objective and Policies; General
Investment Policies; Risk Factors; Investment
Limitations; General Information--The Trust
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . The Manager and Shareholder Servicing Agent; The
Adviser; General Information--Trustees of the Trust;
General Information-- Custodian and Wire Agent
Item 5A. Management's Discussion of Fund Performance . . . . . . **
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Taxes; General Information--Voting Rights, General
Information--
</TABLE>

(iii)
<PAGE> 5
<TABLE>
<S> <C> <C>
Shareholder Inquiries; General
Information--Dividends
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
</TABLE>

PART A -- BAINBRIDGE TAX EXEMPT PORTFOLIO

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ------------- --------
<S> <C> <C>
Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment Objective and Policies; General
Investment Policies; Risk Factors; Investment
Limitations; General Information--The Trust
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . The Manager and Shareholder Servicing Agent; The
Adviser; General Information--Trustees of the Trust;
General Information-- Custodian and Wire Agent
Item 5A. Management's Discussion of Fund Performance . . . . . . **
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Taxes; General Information--Voting Rights, General
Information-- Shareholder Inquiries; General
Information--Dividends
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
</TABLE>

PART A -- NEW YORK INTERMEDIATE-TERM PORTFOLIO CLASS A SHARES

(iv)

<PAGE> 6
<TABLE>
<S> <C> <C>
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Taxes; General Information--Voting Rights, General
Information-- Shareholder Inquiries; General
Information--Dividends
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
</TABLE>

PART A -- TAX FREE PORTFOLIO CLASS D SHARES

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ------------- --------
<S> <C> <C>
Item 1. Cover page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . Annual Operating Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . The Trust; Investment Objective and Policies; General
Investment Policies; Risk Factors; Investment
Limitations; General Information--The Trust
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . The Manager and Shareholder Servicing Agent; The
Adviser; General Information--Trustees of the Trust;
General Information-- Custodian and Wire Agent
Item 5A. Management's Discussion of Fund Performance . . . . . . **
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Taxes; General Information--Voting Rights, General
Information-- Shareholder Inquiries; General
Information--Dividends
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
</TABLE>

PART A -- INTERMEDIATE-TERM MUNICIPAL PORTFOLIO CLASS D SHARES

(v)

<PAGE> 7

<TABLE>
<S> <C>
Custodian and Wire Agent
Item 5A. Management's Discussion of Fund Performance . . . . . . **
Item 6. Capital Stock and Other Securities . . . . . . . . . . . Taxes; General Information--Voting Rights, General
Information-- Shareholder Inquiries; General
Information--Dividends
Item 7. Purchase of Securities Being Offered . . . . . . . . . . Purchase and Redemption of Shares
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . Purchase and Redemption of
Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . *
</TABLE>

PART B -- ALL FUNDS

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ------------- --------
<S> <C> <C>
Item 10. Cover Page . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . . . . . . . . . Table of Contents
Item 12. General Information and History . . . . . . . . . . . . *
Item 13. Investment Objectives and Policies . . . . . . . . . . . The Trust; Description of Permitted Investments; In
vestment Limitations
Item 14. Management of the Registrant . . . . . . . . . . . . . . The Manager and Shareholder
Servicing Agent; Trustees and Officers of the Trust
Item 15. Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . . . . . . . . . Trustees and Officers of the Trust
Item 16. Investment Advisory and Other Services . . . . . . . . . The Manager and Shareholder Servicing Agent; The
Advisers; Experts
Item 17. Brokerage Allocation and Other Practices . . . . . . . . Portfolio Transactions
Item 18. Capital Stock and Other Securities . . . . . . . . . . . Description of Shares
Item 19. Purchase, Redemption, and Pricing of Securities
Being Offered . . . . . . . . . . . . . . . . . . . . Determination of Net Asset
Value; Purchase and Redemption of Shares
Item 20. Tax Status . . . . . . . . . . . . . . . . . . . . . . . Taxes
Item 21. Underwriters . . . . . . . . . . . . . . . . . . . . . . Distribution
Item 22. Calculation of Performance Data . . . . . . . . . . . . Calculation of Yield and Total
Return
Item 23. Financial Statements . . . . . . . . . . . . . . . . . . Financial Statements
</TABLE>

PART C -- Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C of this Registration Statement.

- ------------------------------
* Not Applicable
** Information required by Item 5A is contained in the 1995 Annual Report to
Shareholders

(vi)
<PAGE> 8
The Prospectuses for the Tax Free Portfolio Class A Shares; Institutional Tax
Free Portfolio Class A, Class B and Class C Shares; California Tax Exempt
Portfolio Class A, Class B and Class C Shares and California Intermediate Term
Municipal Portfolio Class A Shares; Pennsylvania Municipal Portfolio Class A
Shares and Pennsylvania Tax Free Portfolio Class A, Class B and Class C Shares;
Intermediate-Term Municipal Portfolio Class A Shares; Kansas Tax Free Income
Portfolio Class A and Class B Shares; Bainbridge Tax Exempt Portfolio; New York
Intermediate-Term Portfolio Class A Shares; Tax Free Portfolio Class D Shares;
and Intermediate-Term Municipal Portfolio Class D Shares, included as part of
Post-Effective Amendment No. 38 to the Registrant's Registration Statement on
Form N-1A (File No. 2-76990), filed with the Securities and Exchange Commission
on October 30, 1995 pursuant to Rule 485(a) under the Securities Act of 1933,
as amended (the "1933 Act"), are hereby incorporated by reference as if set
forth in full herein.

The Statement of Additional Information for the Tax Free Portfolio Class A
Shares; Institutional Tax Free Portfolio Class A, Class B and Class C Shares;
California Tax Exempt Portfolio Class A, Class B and Class C Shares and
California Intermediate Term Municipal Portfolio Class A Shares; Pennsylvania
Municipal Portfolio Class A Shares and Pennsylvania Tax Free Portfolio Class A,
Class B and Class C Shares; Intermediate-Term Municipal Portfolio Class A
Shares; Kansas Tax Free Income Portfolio Class A and Class B Shares; Bainbridge
Tax Exempt Portfolio; New York Intermediate-Term Portfolio Class A Shares; Tax
Free Portfolio Class D Shares; and Intermediate-Term Municipal Portfolio Class
D Shares, included as part of Post-Effective Amendment No. 38 to the
Registrant's Registration Statement on Form N-1A (File No. 2-76990), filed with
the Securities and Exchange Commission on October 30, 1995 pursuant to Rule
485(a) under the 1933 Act, is hereby incorporated by reference as if set forth
in full herein.

<PAGE> 9
SEI TAX EXEMPT TRUST
CALIFORNIA TAX EXEMPT PORTFOLIO

CLASS G SHARES
(FORMERLY CLASS C)

SUPPLEMENT DATED MAY 1, 1996 TO
THE PROSPECTUS
DATED DECEMBER 31, 1995

THIS SUPPLEMENT TO THE PROSPECTUS PROVIDES NEW AND ADDITIONAL INFORMATION
BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN CONJUNCTION WITH
SUCH PROSPECTUS.

At a meeting held on March 18, 1996, the Trustees approved the conversion of
Class C shares of the California Tax Exempt Portfolio (the "Portfolio") into
Class G shares. In connection with this change, the Trustees eliminated the
reimbursement component of the Trust's Rule 12b-1 Distribution Plan formerly
applicable to Class C shares, and approved a Class G shareholder servicing plan
that provides for shareholder servicing fees payable to the Distributor of up to
.25% of average net assets. These new arrangements became effective as of May
1, 1996. Under this new plan, the Distributor may provide a broad range of
shareholder and administrative services itself, or may enter into arrangements
under which third parties provide such services and are compensated by the
Distributor. As a result of this change, the following "Annual Operating
Expenses" table replaces the table on page 2 of the Prospectus:

<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Management/Advisory Fees (after fee waiver)(1) .24%
12b-1 Fees (after fee waiver)(2) .25%
Total Other Expenses(3) .29%
Shareholder Servicing Expenses .25%

- ------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers)(4) .78%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Manager has waived, on a voluntary basis, a portion of its
fees for the Portfolio. The Management/Advisory fees shown
reflect this voluntary waiver. The Manager reserves the right to
terminate its waiver at any time in its sole discretion. Absent
such fee waiver, Management/Advisory fees for the Class G shares
of the Portfolio would be .27%.
(2) The Distributor has waived, on a voluntary basis, all or a portion
of its 12b-1 fee, and the 12b-1 fees shown reflect this waiver.
The Distributor reserves the right to terminate its waiver at any
time in its sole discretion. Absent such waiver, 12b-1 fees would
be .50% for the Class G shares of the Portfolio.
(3) Total Other Expenses represents estimated amounts for the current
year.
(4) Absent fee waivers, Total Operating Expenses for the Class G shares
of the Portfolio would be 1.06%. Additional information may be
found under "The Adviser" and "The Manager and Shareholder
Servicing Agent."

EXAMPLE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
An investor in the Portfolio would pay the following expenses on a $1,000 investment assuming
(1) a 5% annual return and (2) redemption at the end of each time period:
1 YR. 3 YRS. 5 YRS. 10 YRS.
----- ------ ------ -------
<S> <C> <C> <C> <C>
$8 $25 $43 $97
Class G
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Portfolio. The information set forth in the foregoing
table and example relates only to the Class G shares of the Portfolio. The
Portfolio also offers Class A, Class B and Class C shares, which are subject to
the same expenses, except for different distribution and shareholder servicing
expenses. A person who purchases shares through a financial institution may be
charged separate fees by that institution. Additional information may be found
under "The Manager and Shareholder Servicing Agent," "The Adviser" and
"Distribution."

Long-term shareholders may eventually pay more than the economic equivalent of
the maximum front-end sales charges otherwise permitted by the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. ("NASD").
------------------------------------

<PAGE> 10
In connection with changes to the Portfolio's Distribution Plan and the adoption
of the Class G shareholder servicing services plan, the "Distribution" section
on pages 8 and 9 of the Prospectus is replaced with the following:

DISTRIBUTION AND SHAREHOLDER SERVICES

SEI Financial Services Company (the "Distributor"), a wholly owned
subsidiary of SEI, serves as the Portfolio's distributor pursuant to a
distribution agreement (the "Distribution Agreement") with the Trust.

The Rule 12b-1 Plan applicable to Class G Shares of the Portfolio (" Class G
Plan") provides for payments to the Distributor at an annual rate of .50% of
the Portfolio's average daily net assets attributable to Class G shares.
This payment is characterized as "compensation," and is not directly tied to
expenses incurred by the Distributor; the payment the Distributor receives
during any year may therefore be higher or lower than its actual expenses.
This payment compensates the Distributor for its services in connection with
distribution assistance, and some or all of it may be used to pay financial
institutions and intermediaries such as banks, savings and loan associations,
insurance companies, and investment counselors, broker-dealers (including the
Distributor's affiliates and subsidiaries) for services or reimbursement of
expenses incurred in connection with distribution assistance. If the
Distributor's expenses are less than its fees under the Class G Plan, the
Trust will still pay the full fee and the Distributor will realize a profit,
but the Trust will not be obligated to pay in excess of the full fee, even if
the Distributor's actual expenses are higher.

The Portfolio has adopted a shareholder servicing plan (the "Class G Service
Plan") under which firms, including the Distributor, that provide shareholder
services may receive compensation therefor. Under the Class G Service Plan,
the Portfolio will pay shareholder service fees to the Distributor at an
annual rate of up to .25% of average daily net assets in return for the
Distributor's (or its agent's) efforts in maintaining client accounts;
arranging for bank wires; responding to client inquiries concerning services
provided or investment; and assisting clients in changing dividend options,
account designations and addresses. In addition, the Portfolio has adopted
shareholder servicing plans for its Class A, Class B and Class C shares that
are similar to the plan described above. The Distributor may provide those
services itself or may enter into arrangements under which third parties
provide such services and are compensated by the Distributor. The
Distributor may retain as a profit any difference between the fee it
receives and the amount it pays such third party.

It is possible that an institution may offer different classes of shares to
its customers and provide differing services to the classes of the Portfolio,
and thus receive compensation with respect to different classes. Theses
financial institutions may also charge separate fees to their customers.
Certain financial institutions offering shares to their customers may be
required to register as dealers pursuant to state laws.

The Distributor may, from time to time in its sole discretion, institute one
or more promotional incentive programs, which will be paid by the
Distributor from its own resources. Under any such program, the Distributor
will provide promotional incentives, in the form of cash or other
compensation, including merchandise, airline vouchers, trips and vacation
packages, to all dealers selling shares of the Portfolio. Such promotional
incentives will be offered uniformly to all dealers and predicated upon the
amount of shares of the Portfolio sold by the dealer.

------------------------------------

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

<PAGE> 11
SEI TAX EXEMPT TRUST
CALIFORNIA TAX EXEMPT PORTFOLIO

SUPPLEMENT DATED MAY 1, 1996 TO
THE CLASS A, B, AND C PROSPECTUS (FORMERLY
THE CLASS A & B PROSPECTUS)
DATED DECEMBER 31, 1995

THIS SUPPLEMENT TO THE PROSPECTUS SUPERSEDES AND REPLACES ANY EXISTING
SUPPLEMENTS TO THE PROSPECTUS. THIS SUPPLEMENT PROVIDES NEW AND ADDITIONAL
INFORMATION BEYOND THAT CONTAINED IN THE PROSPECTUS, AND SHOULD BE READ IN
CONJUNCTION WITH SUCH PROSPECTUS.

----------------------------------------------------

Effective May 1, 1996, SEI Tax Exempt Trust (the "Trust") will offer Class A,
Class B, Class C and Class G shares of the California Tax Exempt Portfolio (the
"Portfolio"). These Classes differ primarily in the distribution and
shareholder servicing fees charged to shareholders. As a result of this new
class structure, this Prospectus is amended to reflect the addition of Class C
shares of the Portfolio to this Prospectus. In addition, the Portfolio's
existing Class C shares will convert to Class G shares on May 1, 1996.

----------------------------------------------------

At a meeting held on March 18, 1996, the Trustees eliminated the Trust's Rule
12b-1 Distribution Plans for Class A and Class B shares, approved the
conversion of Class C shares to Class G shares, and approved a new class of
shares, the Class C shares. The Trustees also approved Class A, Class B and
Class C shareholder servicing plans that provide for shareholder servicing fees
payable to the Distributor of up to .25% of average net assets, as well as
Class B and Class C administrative services plans that provide for
administrative service fees payable to the Distributor of up to .05% (Class B)
and .25% (Class C). These new arrangements are to become effective as of May
1, 1996. Under these plans, the Distributor may provide a broad range of
shareholder and administrative services itself, or may enter into arrangements
under which third parties provide such services and are compensated by the
Distributor. As a result of this change, effective May 1, 1996, the following
"Annual Operating Expenses" table replaces the table on page 2 of the
Prospectus:

<TABLE>
<CAPTION>
ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
- ------------------------------------------------------------------------------------------------------------------------------
CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Management/Advisory Fees (after fee waiver)(1) .24% .24% .24%
12b-1 Fees None None None
Total Other Expenses .04% .34% .54%
Shareholder Servicing Expenses (after fee waiver) .00%(2) .25% .25%
- ------------------------------------------------------------------------------------------------------------------------------

Total Operating Expenses (after fee waivers)(3) .28% .58% .78%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Manager has waived, on a voluntary basis, a portion of its
fees for the Portfolio. The Management/Advisory fees shown
reflect this voluntary waiver. The Manager reserves the right to
terminate its waiver at any time in its sole discretion. Absent
such fee waiver, Management/Advisory fees for the Portfolio would
be .27%.
(2) The Distributor has waived, on a voluntary basis, all of its
shareholder servicing fee, and the Shareholder Servicing Fees shown
reflect this waiver. The Distributor reserves the right to
terminate its waiver at any time in its sole discretion. Absent
such waiver, Shareholder Servicing Fees would be .25% for the Class
A shares of the Portfolio.
(3) Absent fee waivers, Total Operating Expenses for Class A, B and C
shares of the Portfolio would be .56%, .61% and .81%, respectively.
Additional information may be found under "The Adviser" and "The
Manager and Shareholder Servicing Agent."

<PAGE> 12
EXAMPLE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
An investor in the Portfolio would pay the following expenses on a $1,000 investment assuming
(1) a 5% annual return and (2) redemption at the end of each time period:
1 YR. 3 YRS. 5 YRS. 10 YRS.
----- ------ ------ -------
<S> <C> <C> <C> <C>
$3 $ 9 $16 $36
Class A $6 $19 $32 $73
Class B $8 $25 $43 $97
Class C
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

The purpose of the expense table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in the Portfolio's Class A, Class B and Class C shares. The
information set forth in the foregoing table and example relates only to the
Portfolio's Class A, Class B and Class C shares. The Portfolio also offers
Class G shares which are subject to the same expenses, except for different
distribution and shareholder servicing expenses. A person who purchases shares
through a financial institution may be charged separate fees by that
institution. Additional information may be found under "The Manager and
Shareholder Servicing Agent," "The Adviser" and "Distribution."

Long-term Class B and Class C shareholders may pay more than the economic
equivalent of the maximum front-end sales charges permitted by the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. ("NASD").

------------------------------------

<PAGE> 13
In connection with the changes to the Portfolio's Distribution Plans, the
conversion of the Class C shares to Class G shares, the re-establishment of
Class C shares and the approval of shareholder servicing and administrative
service plans, the "Distribution" section on pages 19 and 20 of the Prospectus
is replaced with the following:

DISTRIBUTION AND SHAREHOLDER SERVICES

The Portfolio has adopted plans under which firms, including the Distributor,
that provide shareholder and administrative services may receive compensation
therefor. As discussed below, the Class A, B and C plans differ in a number
of ways, including the amounts that may be paid under each plan. The
Distributor may provide those services itself or may enter into arrangements
under which third parties provide such services and are compensated by the
Distributor. Under such arrangements the Distributor may retain as a profit
any difference between the fee it receives and the amount it pays such third
party. In addition, the Portfolio may enter into such arrangements directly.

Under the Class A plan, the Portfolio will pay the Distributor a fee at an
annual rate of up to .25% of the average daily net assets of the Portfolio
attributable to Class A shares, in return for provision of a broad range of
shareholder and administrative services. Under the Class B and Class C
shareholder service plans, the Portfolio will pay shareholder service fees
to the Distributor at an annual rate of up to .25% of average daily net
assets in return for the Distributor's (or its agent's) efforts in
maintaining client accounts; arranging for bank wires; responding to client
inquiries concerning services provided or investment; and assisting clients
in changing dividend options, account designations and addresses. In
addition, under their administrative services plans, Class B and Class C
shares also pay administrative services fees at specified percentages of the
average daily net assets of the shares of the Class (up to .05% and .25%,
respectively). Administrative services include sub-accounting; providing
information on share positions to clients; forwarding shareholder
communications to clients; processing purchase, exchange and redemption
orders; and processing divided payments. In addition, the Portfolio has
adopted a distribution plan for its Class G shares (the "Class G Plan")
pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended
(the "1940 Act").

It is possible that an institution may offer different classes of shares to
its customers and differing services to the classes of each Portfolio, and
thus receive compensation with respect to different classes. Theses
financial institutions may also charge separate fees to their customers.
Certain financial institutions offering shares to their customers may be
required to register as dealers pursuant to state laws.

-------------------------------------

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

<PAGE> 14
PART C: OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Financial Statements
(1) The Registrant's audited Financial Statements for the
Bainbridge Tax Exempt Portfolio, Tax Free Portfolio,
Intermediate-Term Municipal Portfolio, Pennsylvania Tax Free
Portfolio, Pennsylvania Municipal Portfolio, California Tax
Exempt Portfolio, Institutional Tax Free Portfolio, and Kansas
Tax Free Income Portfolio for the fiscal year ended August 31,
1995 including Arthur Andersen LLP's report thereon are
incorporated by reference to Post-Effective Amendment No. 38,
as filed on October 30, 1995. The Financial Statements
included are:

Statements of Net Assets
Statements of Operations
Statements of Changes in Net Assets
Financial Highlights
Notes to Financial Statements

(b) Additional Exhibits
(1) Registrant's Declaration of Trust is incorporated herein by
reference to Registrant's Registration Statement of Form N-1A
(File No. 2-76990) filed with the Securities and Exchange
Commission on March 15, 1982.
(2) Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 2-
76990) filed with the Securities and Exchange Commission on
March 15, 1982.
(3) Not Applicable.
(4) Not Applicable.
(5)(a) Management Agreement is incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) as previously filed
with the Securities and Exchange Commission.
(5)(b) Investment Advisory Agreement with Weiss, Peck and Greer
Advisers, Inc. is incorporated herein by reference to Post
Effective Amendment No. 17 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) as previously filed
with the Securities and Exchange Commission.
(5)(c) Investment Advisory Agreement with Bessemer Trust Company is
incorporated herein by reference to Post Effective Amendment
No. 19 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) as previously filed with the Securities and
Exchange Commission.
(5)(d) Investment Advisory Agreement with First National Bank in
Wichita (now INTRUST Bank, NA in Wichita) is incorporated
herein by reference to Post Effective Amendment No. 29 to
Registrant's Registration Statement on Form N-1A (File No.
2-76990) filed with the Securities and Exchange Commission on
December 28, 1990.
(5)(f) Investment Advisory Agreement with Woodbridge Capital
Management, Inc. is incorporated herein by reference to Post
Effective Amendment No. 35 to Post Effective Amendment No. 35
to Registrant's Registration on Form N-1A (File No. 2-76990) as
previously filed with the Securities and Exchange Commission.
(5)(g) Investment Advisory Agreement with State Street Bank and Trust
Company is incorporated herein by reference to Post Effective
Amendment No. 35 to Registrant's Registration Statement on Form
N-1A (File No. 2-76990) as previously filed with the Securities
and Exchange Commission.
(5)(h) Schedule E dated August 5, 1992 to Management Agreement is
incorporated herein by reference to Post Effective Amendment
No. 32 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) filed with the Securities and Exchange
Commission on August 17, 1992 (adding Massachusetts
Intermediate-Term Municipal Portfolio).
(5)(i) Schedule F dated August 5, 1992 to Management Agreement is
incorporated herein by reference to Post Effective Amendment
No. 32 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) filed with the Securities and Exchange
Commission on August 17, 1992 (adding Bainbridge Tax Exempt
Portfolio).
(5)(j) Schedule E dated August 5, 1992 to Investment Advisory
Agreement with Weiss, Peck & Greer Advisers, Inc. is
incorporated herein by reference to Post Effective Amendment
No. 32 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) filed with the Securities and Exchange
Commission on August 17, 1992 (adding Bainbridge Tax Exempt
Portfolio).
(5)(k) Schedule G, dated October 29, 1993, to Management Agreement
(adding Pennsylvania Tax Free Portfolio).
(5)(l) Schedule H, dated October 29, 1993, to Management Agreement
(adding New York Intermediate-Term Municipal

C-1
<PAGE> 15
Portfolio).
(5)(m) Schedule I, dated October 29, 1993, to Management Agreement
(adding California Intermediate-Term Municipal Portfolio).
(5)(n) Schedule G, dated December 10, 1993, to Investment Advisory
Agreement with Weiss, Peck & Greer Advisers, Inc. (adding
Intermediate-Term Municipal, California Intermediate-Term
Municipal, and New York Intermediate-Term Municipal
Portfolios).
(5)(o) Schedule H, dated March 8, 1994, to Investment Advisory
Agreement with Weiss, Peck & Greer Advisers, Inc. (adding
Institutional Tax Free, Pennsylvania Tax Free, California Tax
Exempt, Bainbridge and Tax Free Portfolios).
(6) Distribution Agreement is incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) as previously filed
with the Securities and Exchange Commission.
(7) Not Applicable.
(8) Custodian Agreement is incorporated herein by reference to
Pre-Effective Amendment No. 1 Registrant's Registration
Statement on Form N-1A (File No. 2-76990) as previously filed
with the Securities and Exchange Commission.
(9)(a) Form of Class A Shareholder Service Plan and Agreement is filed
herewith.
(9)(b) Form of Class B Shareholder Service Plan and Agreement is filed
herewith.
(9)(c) Form of Class B Administrative Services Plan and Agreement is
filed herewith.
(9)(d) Form of Class C Shareholder Service Plan and Agreement is filed
herewith.
(9)(e) Form of Class C Administrative Services Plan and Agreement is
filed herewith.
(9)(f) Form of Class G Shareholder Service Plan and Agreement is filed
herewith.
(10) Opinion and Consent of Counsel is incorporated herein by
reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 2-76990) as
previously filed with the Securities and Exchange Commission.
(11) Consent of Independent Public Accountants is filed herewith.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
(15)(a) Distribution Plan is incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) as previously filed
with the Securities and Exchange Commission.
(15)(b) Distribution Plan for Kansas Tax Free Income Portfolio Class B
is Incorporated herein by reference to Post Effective Amendment
No. 28 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) filed with the Securities and Exchange
Commission on October 9, 1990.
(15)(c) Distribution Plan for ProVantage Funds shares of Tax Free,
California Tax Exempt, Intermediate-Term Municipal,
Massachusetts Intermediate-Term Municipal, Pennsylvania
Municipal, Pennsylvania Tax Free, New York Intermediate-Term
Municipal and California Intermediate-Term Municipal
Portfolios.
(15)(d) Distribution Plan for Class C shares of California Tax Exempt
Portfolio and Institutional Tax Free Portfolio is incorporated
herein by reference to Post Effective Amendment No. 37 to Form
N-1A (File No. 2-76990) as previously filed with the Securities
and Exchange Commission on October 31, 1994.
(15)(e) Amended and Restated Class D Distribution Plan is filed
herewith.
(15)(f) Class G Distribution Plan is filed herewith.
(16) Performance Quotation Computation is incorporated herein by
reference to Post Effective Amendment No. 35 to Registrant's
Registration Statement on Form N-1A (File No. 2-76990) as
previously filed with the Securities and Exchange Commission.
(18)(a) Rule 18f-3 Plan is incorporated herein by reference to Post
Effective Amendment No. 38 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the
Securities and Exchange Commission on October 30, 1995.
(18)(b) Amendment No. 1 to Rule 18f-3 Plan relating to Class A, B, C, D
and G shares is filed herewith.
(25) Powers of Attorney are incorporated herein by reference to Post
Effective Amendment No. 38 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the
Securities and Exchange Commission on October 30, 1995.
(27) Financial Data Schedules are incorporated herein by reference
to Post-Effective Amendment No. 38, as filed on October 30,
1995.

C-2
<PAGE> 16
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES:

As of April 24, 1996:

<TABLE>
<CAPTION>
Number of
Title of Class Record Holders
- --------------------------------------------------------------------------------
<S> <C>
Units of beneficial interest, without par value . . . . . .
Tax Free Portfolio, Class A . . . . . . . . . . . . . . . . 122
Tax Free Portfolio, Class D . . . . . . . . . . . . . . . . 4
Institutional Tax Free Portfolio, Class A . . . . . . . . . 152
Institutional Tax Free Portfolio, Class B . . . . . . . . . 13
Institutional Tax Free Portfolio, Class C . . . . . . . . . 6
California Tax Exempt Portfolio, Class A . . . . . . . . . 29
California Tax Exempt Portfolio, Class B . . . . . . . . . N/A
California Tax Exempt Portfolio, Class C . . . . . . . . . 3
Intermediate-Term Municipal Portfolio, Class A . . . . . . 171
Intermediate-Term Municipal Portfolio, Class D . . . . . . 30
Pennsylvania Municipal Portfolio, Class A . . . . . . . . . 40
Kansas Tax Free Income Portfolio, Class A . . . . . . . . . 10
Kansas Tax Free Income Portfolio, Class B . . . . . . . . . N/A
Bainbridge Tax Exempt Portfolio . . . . . . . . . . . . . . N/A
California Intermediate-Term Municipal Portfolio, Class A . N/A
Pennsylvania Tax Free Portfolio, Class A . . . . . . . . . 8
Pennsylvania Tax Free Portfolio, Class B . . . . . . . . . N/A
Pennsylvania Tax Free Portfolio, Class C . . . . . . . . . N/A
New York Intermediate-Term Municipal Portfolio, Class A . . N/A
</TABLE>

ITEM 27. INDEMNIFICATION:

Article VIII of the Agreement and Declaration of Trust filed as Exhibit 1
to the Registration Statement is incorporated by reference. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to trustees, directors, officers and controlling persons of the
Registrant by the Registrant pursuant to the Declaration of Trust or otherwise,
the Registrant is aware that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by trustees, directors, officers or
controlling persons of the Registrant in connection with the successful defense
of any act, suit or proceeding) is asserted by such trustees, directors,
officers or controlling persons in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issues.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISERS:

Other business, profession, vocation, or employment of a substantial
nature in which each director or principal office of each Investment Adviser is
or has been, at any time during the last two fiscal years, engaged for his or
her own account or in the capacity of director, officer, employee, partner or
trustee are as follows:

Weiss, Peck & Greer Advisers, Inc. is a wholly owned subsidiary of Weiss,
Peck & Greer, L.L.C. ("WPG"), a limited liability company which engages in
investment management, venture capital management and management buyouts for
individuals, mutual funds, corporations and other institutional clients. The
business address of each officer is One New York Plaza, New York, NY 10004.

C-3
<PAGE> 17
<TABLE>
<CAPTION>
NAME AND POSITION WITH ADVISER BUSINESS AND OTHER CONNECTIONS
- ------------------------------ ------------------------------
<S> <C>
Stephen H. Weiss . . . . . . . . . . . . Senior Managing Principal and Chairman of Executive
Chairman of the Board and Director Committee of Weiss, Peck & Greer, L.L.C.; Director of
London Merchant Securities Services, Inc.; Trustee and
Chairman of the Board of Trustees of Cornell University
Melville Straus . . . . . . . . . . . . . Principal and member of Executive Committee, Weiss, Peck &
President and Director Greer, L.L.C.; President of Tudor Fund and WPG Growth Fund;
Chairman of the Board of Governing Trustees of American
Ballet Theater; Trustee of Independent Curators, Inc.
Roger J. Weiss . . . . . . . . . . . . . Senior Managing Principal and Member of Executive
Executive Vice President Committee, Weiss, Peck & Greer, L.L.C.; Chairman of WPG
and Director Fund, Tudor Fund, WPG Growth Fund, and Weiss, Peck & Greer
Funds Trust; Board of Trustees Fellow of Cornell University
Francis H. Powers . . . . . . . . . . . . Principal, Weiss, Peck & Greer, L.L.C.; Executive Vice
Vice President and Secretary President and Treasurer of WPG Fund, Tudor Fund, Growth
Fund, and Weiss, Peck & Greer Funds Trust; Trustee and
Treasurer of Staten Island Academy and a member of the
Board of Trustees and Finance Committee of St. Vincent's
Hospital, Staten Island
Ronald M. Hoffner . . . . . . . . . . . . Principal, Chief Financial Officer; Weiss, Peck & Greer,
Treasurer L.L.C.; member of the American Institute of Certified
Public Accountants.
</TABLE>

Standish, Ayer & Wood, Inc.

The principal address of Standish, Ayer & Wood, Inc. is One Financial Center,
Suite 26, Boston, MA 02111. Standish, Ayer & Wood, Inc. is an investment
adviser registered under the Advisers Act.

The list required by this Item 28 of officers and directors of Standish, Ayer &
Wood, Inc., together with information as to any other business profession,
vocation, or employment of a substantial nature engaged in by such officers and
directors during the past two years is incorporated by reference to Schedules A
and D of Form ADV filed by Standish, Ayer & Wood, Inc. to the Advisers Act (SEC
File No. 801-584).

C-4
<PAGE> 18
Morgan Grenfell Capital Management Incorporated ("MGCM") is a wholly-owned
U.S.-based subsidiary of Morgan Grenfell Asset Management ("MGAM"). MGAM is
located at 20 Finsbury Circus, London EC2 M1NB, England, and is 100% owned by
the Morgan Grenfell Group, PLC, which was acquired by Deutsche Bank AG in 1990.
The business address of each officer of MGCM is 885 Third Avenue, 32nd Floor,
New York, New York 10022.

<TABLE>
<S> <C>
Michael Bullock . . . . . . . . . . . . . Director, Morgan Grenfell Asset Management; Director,
Chairman and Director Morgan Grenfell Investment Services.
James Edward Minnick . . . . . . . . . . Director, Morgan Grenfell Asset Management; Director,
Director and President Morgan Grenfell Investment Services.
Robert Edward Kern, Jr. . . . . . . . . . Director, Morgan Grenfell Asset Management.
Executive Vice President
David Westover Baldt . . . . . . . . . . Director, Morgan Grenfell Asset Management, Ltd.
Director and Executive Vice President
Timothy Charles Vile . . . . . . . . . . --
Portfolio Manager
Gary William Bartlett . . . . . . . . . . --
Portfolio Manager
Karen Ann Rogers . . . . . . . . . . . . --
Portfolio Manager
Neil Patrick Jenkins . . . . . . . . . . Vice President, Morgan Grenfell Investment Trust
Director and Portfolio Manager
Mark Gerard Arthus . . . . . . . . . . . --
Director of Administration
Gerald Shaw Frey . . . . . . . . . . . . --
Portfolio Manager
David Alfred Baratta . . . . . . . . . . --
Portfolio Manager
Audrey Mary Theresa Jones . . . . . . . . --
Portfolio Manager
Thomas John Flaherty . . . . . . . . . . --
Portfolio Manager
Warren Spencer Davis, III . . . . . . . .
Portfolio Manager
</TABLE>

INTRUST Bank, NA in Wichita is a majority-owned subsidiary of INTRUST Financial
Corporation a bank holding company. The business address of each officer is
105 North Main, Box One, Wichita, Kansas 67201.

<TABLE>
<S> <C>
C.Q. Chandler . . . . . . . . . . . . . . Chairman of the Board and Chief Executive Officer, INTRUST
Chairman of the Board and Financial Corporation
Chief Executive Officer
William D. Bunten . . . . . . . . . . . . Vice Chairman of the Board, INTRUST Financial Corporation
President
</TABLE>

C-5
<PAGE> 19
<TABLE>
<S> <C>
C.Q. Chandler IV . . . . . . . . . . . . President, INTRUST Financial Corporation
Vice Chairman
J.V. Lentell . . . . . . . . . . . . . . not applicable
Vice Chairman
C. Robert Buford . . . . . . . . . . . . President, Zenith Drilling Corporation
Director
Frank L. Carney . . . . . . . . . . . . . Vice Chairman, TURBOCHEF, INC.
Director
F.L. Carson, Jr. . . . . . . . . . . . . Chairman of the Board and Chief Executive Officer, Mulvane
Director State Bank (Mulvane, Kansas)
Richard Chance . . . . . . . . . . . . . President and Chief Executive Chance Industries, Inc.
Director
George T. Chandler . . . . . . . . . . . Chairman, First National Bank in Pratt (Pratt, Kansas)
Director
Jamie B. Coulter . . . . . . . . . . . . President, Coulter Enterprises
Director
R.L. Darmon . . . . . . . . . . . . . . . Financial Consultant
Director
Charles W. Dieker . . . . . . . . . . . . Executive Vice President, Beech Aircraft Corp. (Retired)
Director
W.J. Easton, Jr. . . . . . . . . . . . . President, Easton Manufacturing Co., Inc.
Director
Martin K. Eby, Jr. . . . . . . . . . . . Chairman of the Board, Martin K. Eby Construction Co., Inc.
Director
Eric T. Knorr . . . . . . . . . . . . . . Chairman of the Board and Chief Executive Officer, Dulaney
Director Johnston and Priest Insurance
Charles G. Koch . . . . . . . . . . . . . Chairman, Koch Industries, Inc.
Director
Paul A. Seymour, Jr. . . . . . . . . . . Business Consultant
Director
Donald C. Slawson . . . . . . . . . . . . President, Slawson Companies
Director
John T. Stewart III . . . . . . . . . . . President and Chief Executive Officer, GBC Precision Corp.
Director
Patrick H. Thiessen . . . . . . . . . . . General Manager, Western Division, Flour Milling Division,
Director Cargill, Inc. (Retired)
</TABLE>

Item 29. Principal Underwriters:

(a) Furnish the name of each investment company (other than the
Registrant) for which each principal underwriter currently distributing
securities of the Registrant also acts as a principal underwriter, depositor or
investment adviser:

Registrant's distributor, SEI Financial Services Company ("SFS"), acts as
distributor for:

<TABLE>
<S> <C>
SEI Daily Income Trust . . . . . . . . . . . . . . . . . . . . . July 15, 1982
SEI Liquid Asset Trust . . . . . . . . . . . . . . . . . . . . . November 29, 1982
SEI Tax Exempt Trust . . . . . . . . . . . . . . . . . . . . . . December 3, 1982
SEI Index Funds . . . . . . . . . . . . . . . . . . . . . . . . July 10, 1985
SEI Institutional Managed Trust . . . . . . . . . . . . . . . . January 22, 1987
SEI International Trust . . . . . . . . . . . . . . . . . . . . August 30, 1988
Stepstone Funds . . . . . . . . . . . . . . . . . . . . . . . . January 30, 1991
</TABLE>

C-6
<PAGE> 20
<TABLE>
<S> <C>
The Advisors' Inner Circle Fund . . . . . . . . . . . . . . . . November 14, 1991
The Pillar Funds . . . . . . . . . . . . . . . . . . . . . . . . February 28, 1992
CUFUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . May 1, 1992
STI Classic Funds . . . . . . . . . . . . . . . . . . . . . . . May 29, 1992
CoreFunds, Inc. . . . . . . . . . . . . . . . . . . . . . . . . October 30, 1992
First American Funds, Inc. . . . . . . . . . . . . . . . . . . . November 1, 1992
First American Investment Funds, Inc. . . . . . . . . . . . . . November 1, 1992
The Arbor Fund . . . . . . . . . . . . . . . . . . . . . . . . . January 28, 1993
1784 Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . June 1, 1993
The PBHG Funds, Inc. . . . . . . . . . . . . . . . . . . . . . . July 16, 1993
Marquis Funds(R) . . . . . . . . . . . . . . . . . . . . . . . . August 17, 1993
Morgan Grenfell Investment Trust . . . . . . . . . . . . . . . . January 3, 1994
Inventor Funds, Inc. . . . . . . . . . . . . . . . . . . . . . . August 1, 1994
The Achievement Funds Trust . . . . . . . . . . . . . . . . . . December 27, 1994
Insurance Investment Products Trust . . . . . . . . . . . . . . December 30, 1994
Bishop Street Funds . . . . . . . . . . . . . . . . . . . . . . January 27, 1995
CrestFunds, Inc. . . . . . . . . . . . . . . . . . . . . . . . . March 1, 1995
Conestoga Family of Funds . . . . . . . . . . . . . . . . . . . May 1, 1995
STI Classic Variable Trust . . . . . . . . . . . . . . . . . . . August 18, 1995
ARK Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . November 1, 1995
Monitor Funds . . . . . . . . . . . . . . . . . . . . . . . . . January 11, 1996
FMB, Inc. Funds . . . . . . . . . . . . . . . . . . . . . . . . March 1, 1996
SEI Asset Allocation Trust . . . . . . . . . . . . . . . . . . . April 1, 1996
</TABLE>

SFS provides numerous financial services to investment managers, pension
plan sponsors, and bank trust departments. These services include
portfolio evaluation, performance measurement and consulting services
("Funds Evaluation") and automated execution, clearing and settlement of
securities transactions ("MarketLink").

(b) Furnish the Information required by the following table with respect to
each director, officer or partner of each principal underwriter named in the
answer to Item 21 of Part B. Unless otherwise noted, the business address of
each director or officer is 680 East Swedesford Road, Wayne, PA 19087.

<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C>
Alfred P. West, Jr. Director, Chairman & Chief Executive Officer --
Henry H. Greer Director, President & Chief Operating Officer --
Carmen V. Romeo Director, Executive Vice President & Treasurer --
Gilbert L. Beebower Executive Vice President --
Richard B. Lieb Executive Vice President --
Charles A. Marsh Executive Vice President-Capital Resources Division --
Leo J. Dolan, Jr. Senior Vice President --
Carl A. Guarino Senior Vice President
Jerome Hickey Senior Vice President --
David G. Lee Senior Vice President President and Chief
Executive Officer
William Madden Senior Vice President --
A. Keith McDowell Senior Vice President --
Dennis J. McGonigle Senior Vice President --
Hartland J. McKeown Senior Vice President --
</TABLE>

C-7
<PAGE> 21
<TABLE>
<CAPTION>
Position and Office Positions and Offices
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C>
James V. Morris Senior Vice President
Steven Onofrio Senior Vice President --
Kevin P. Robins Senior Vice President, General Counsel & Vice President and
Secretary Assistant Secretary
Robert Wagner Senior Vice President --
Patrick K. Walsh Senior Vice President --
Kenneth Zimmer Senior Vice President --
Robert Crudup Managing Director --
Vic Galef Managing Director --
Kim Kirk Managing Director --
John Krzeminski Managing Director
Carolyn McLaurin Managing Director & Vice President --
Barbara Moore Managing Director --
Donald Pepin Managing Director --
Mark Samuels Managing Director --
Wayne M. Withrow Managing Director --
Mick Duncan Team Leader --
Robert S. Ludwig Team Leader & Vice President --
Vicki Malloy Team Leader --
Robert Aller Vice President --
Steve Bendinelli Vice President --
W. Kelso Morrill Vice President --
Gordon W. Carpenter Vice President --
Todd Cipperman Vice President & Assistant Secretary Vice President and
Assistant Secretary
Ed Daly Vice President --
Jeff Drennen Vice President --
Lucinda Duncalfe Vice President --
Kathy Heilig Vice President --
Larry Hutchison Vice President --
Michael Kantor Vice President --
Samuel King Vice President --
Donald H. Korytowski Vice President --
Jack May Vice President --
Sandra K. Orlow Vice President & Assistant Secretary Vice President and
Assistant Secretary
Larry Pokora Vice President --
Kim Rainey Vice President --
Paul Sachs Vice President --
Steve Smith Vice President --
Daniel Spaventa Vice President --
Kathryn L. Stanton Vice President & Assistant Secretary --
William Zawaski Vice President --
James Dougherty Director of Brokerage Services --
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS:
Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, as amended ("1940 Act"), and the rules
promulgated thereunder, are maintained as follows:

C-8
<PAGE> 22
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6);
(8); (12); and 31a-1(d), the required books and records are maintained at
the offices of Registrant's Custodians:

<TABLE>
<S> <C>
CoreStates Bank, N.A. First Fidelity Bank, NA
Broad and Chestnut Street New Jersey
P.O. Box 7618 765 Broad Street
Philadelphia, PA 19101 Newark, NJ 07101
</TABLE>

(b)/(c) With respect to Rules 31a-1(a); 31a-1(b)(1); 31a-1(b)(4); (2)(C) and
(D); (4); (5); (6); (8); (9); (10); (11); and 31a-1(f), the required books and
records are maintained at the offices of Registrant's Manager:

SEI Financial Management Corporation
680 E. Swedesford Road
Wayne, PA 19087

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the
required books and records are maintained at the principal offices of the
Registrant's Advisers:

<TABLE>
<S> <C>
Weiss, Peck & Greer Advisers, Inc. Morgan Grenfell Capital Management
One New York Plaza Incorporated
New York, NY 10004 885 Third Avenue, 32nd Floor
New York, NY 19102
</TABLE>

INTRUST Bank, NA in Wichita Standish, Ayer & Wood, Inc.
105 North Main Street One Financial Center, Suite 26
Box One Boston, MA 02111
Wichita, KS 67201

ITEM 31. MANAGEMENT SERVICES: None

ITEM 32. UNDERTAKINGS:

Registrant hereby undertakes to file a Post-Effective Amendment to this
Registration Statement, containing reasonably current financial statements that
need not be certified, within four to six months from the later of the
effective date of the California Intermediate-Term Municipal Portfolio and New
York Intermediate-Term Municipal Portfolio or, with respect to each such
Portfolio the commencement of operations.

Registrant hereby undertakes that whenever Shareholders meeting the
requirements of Section 16(c) of the 1940 Act inform the Board of Trustees of
their desire to communicate with Shareholders of the Trust, the Trustees will
inform such Shareholders as to the approximate number of Shareholders of record
and the approximate costs of mailing or afford said Shareholders access to a
list of Shareholders.

Registrant undertakes to call a meeting of shareholders for the purpose of
voting upon the question of the removal of a Trustee(s) when requested in
writing to do so by the holders of at least 10% of Registrant's outstanding
shares and in connection with each meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 Act relating to shareholder
communications.

Registrant undertakes to furnish, upon request and without charge, to each
person to whom a prospectus is delivered, a copy of the Registrant's latest
annual report to shareholders, when such annual report is issued containing
information called for by Item 5A of Form N-1A.

C-9
<PAGE> 23
NOTICE

A copy of the Agreement and Declaration of Trust of SEI Tax Exempt Trust is
on file with the Secretary of State of the Commonwealth of Massachusetts and
notice is hereby given that this Registration Statement has been executed on
behalf of the Trust by an officer of the Trust as an officer and by its
Trustees as trustees and not individually and the obligations of or arising out
of this Registration Statement are not binding upon any of the Trustees,
officers, or Shareholders individually but are binding only upon the assets and
property of the Trust.

C-10
<PAGE> 24
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to Registration Statement No. 2-76990 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wayne,
Commonwealth of Pennsylvania on the 1st day of May, 1996.

SEI TAX EXEMPT TRUST

By: /s/ David G. Lee
--------------------
David G. Lee
President
Attest:

/s/ Jeffrey A. Cohen
- ------------------------------
Jeffrey A. Cohen
Controller

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<S> <C> <C>
* Trustee May 1, 1996
- ------------------------------------------
Richard F. Blanchard

* Trustee May 1, 1996
- ------------------------------------------
William M. Doran

* Trustee May 1, 1996
- ------------------------------------------
F. Wendell Gooch

* Trustee May 1, 1996
- ------------------------------------------
Frank E. Morris

* Trustee May 1, 1996
- ------------------------------------------
Robert A. Nesher

* Trustee May 1, 1996
- ------------------------------------------
James M. Storey

/s/ David G. Lee President & Chief Executive May 1, 1996
- ------------------------------------------ Officer
David G. Lee

/s/ Jeffrey A. Cohen Controller & Assistant May 1, 1996
- ------------------------------------------ Secretary
Jeffrey A. Cohen

*By: /s/ David G. Lee
------------------------------
David G. Lee
Attorney-in-Fact
</TABLE>

<PAGE> 25
EXHIBIT INDEX
EXHIBIT
- --------------------------------------------------------------------------------
EX-99.B(1) Registrant's Declaration of Trust is incorporated herein by
reference to Registrant's Registration Statement of Form N-1A
(File No. 2-76990) filed with the Securities and Exchange
Commission on March 15, 1982.
EX-99.B(2) Registrant's By-Laws are incorporated herein by reference to
Registrant's Registration Statement on Form N-1A (File No. 2-
76990) filed with the Securities and Exchange Commission on
March 15, 1982.
EX-99.B(3) Not Applicable.
EX-99.B(4) Not Applicable.
EX-99.B(5)(a) Management Agreement is incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) as previously filed
with the Securities and Exchange Commission.
EX-99.B(5)(b) Investment Advisory Agreement with Weiss, Peck and Greer
Advisers, Inc. is incorporated herein by reference to Post
Effective Amendment No. 17 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) as previously filed
with the Securities and Exchange Commission.
EX-99.B(5)(c) Investment Advisory Agreement with Bessemer Trust Company is
incorporated herein by reference to Post Effective Amendment
No. 19 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) as previously filed with the Securities and
Exchange Commission.
EX-99.B(5)(d) Investment Advisory Agreement with First National Bank in
Wichita (now INTRUST Bank, NA in Wichita) is incorporated
herein by reference to Post Effective Amendment No. 29 to
Registrant's Registration Statement on Form N-1A (File No.
2-76990) filed with the Securities and Exchange Commission on
December 28, 1990.
EX-99.B(5)(f) Investment Advisory Agreement with Woodbridge Capital
Management, Inc. is incorporated herein by reference to Post
Effective Amendment No. 35 to Post Effective Amendment No. 35
to Registrant's Registration on Form N-1A (File No. 2-76990)
as previously filed with the Securities and Exchange
Commission.
EX-99.B(5)(g) Investment Advisory Agreement with State Street Bank and Trust
Company is incorporated herein by reference to Post Effective
Amendment No. 35 to Registrant's Registration Statement on
Form N-1A (File No. 2-76990) as previously filed with the
Securities and Exchange Commission.
EX-99.B(5)(h) Schedule E dated August 5, 1992 to Management Agreement is
incorporated herein by reference to Post Effective Amendment
No. 32 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) filed with the Securities and Exchange
Commission on August 17, 1992 (adding Massachusetts
Intermediate-Term Municipal Portfolio).
EX-99.B(5)(i) Schedule F dated August 5, 1992 to Management Agreement is
incorporated herein by reference to Post Effective Amendment
No. 32 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) filed with the Securities and Exchange
Commission on August 17, 1992 (adding Bainbridge Tax Exempt
Portfolio).
EX-99.B(5)(j) Schedule E dated August 5, 1992 to Investment Advisory
Agreement with Weiss, Peck & Greer Advisers, Inc. is
incorporated herein by reference to Post Effective Amendment
No. 32 to Registrant's Registration Statement on Form N-1A
(File No. 2-76990) filed with the Securities and Exchange
Commission on August 17, 1992 (adding Bainbridge Tax Exempt
Portfolio).
EX-99.B(5)(k) Schedule G, dated October 29, 1993, to Management Agreement
(adding Pennsylvania Tax Free Portfolio).
EX-99.B(5)(l) Schedule H, dated October 29, 1993, to Management Agreement
(adding New York Intermediate-Term Municipal Portfolio).
EX-99.B(5)(m) Schedule I, dated October 29, 1993, to Management Agreement
(adding California Intermediate-Term Municipal Portfolio).
EX-99.B(5)(n) Schedule G, dated December 10, 1993, to Investment Advisory
Agreement with Weiss, Peck & Greer Advisers, Inc. (adding
Intermediate-Term Municipal, California Intermediate-Term
Municipal, and New York Intermediate-Term Municipal
Portfolios).
EX-99.B(5)(o) Schedule H, dated March 8, 1994, to Investment Advisory
Agreement with Weiss, Peck & Greer Advisers, Inc. (adding
Institutional Tax Free, Pennsylvania Tax Free, California Tax
Exempt, Bainbridge and Tax Free Portfolios).
EX-99.B(6) Distribution Agreement is incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's

<PAGE> 26
Registration Statement on Form N-1A (File No. 2-76990) as
previously filed with the Securities and Exchange Commission.
EX-99.B(7) Not Applicable.
EX-99.B(8) Custodian Agreement is incorporated herein by reference to
Pre-Effective Amendment No. 1 Registrant's Registration
Statement on Form N-1A (File No. 2-76990) as previously filed
with the Securities and Exchange Commission.
EX-99.B(9)(a) Form of Class A Shareholder Service Plan and Agreement is
filed herewith.
EX-99.B(9)(b) Form of Class B Shareholder Service Plan and Agreement is
filed herewith.
EX-99.B(9)(c) Form of Class B Administrative Services Plan and Agreement is
filed herewith.
EX-99.B(9)(d) Form of Class C Shareholder Service Plan and Agreement is
filed herewith.
EX-99.B(9)(e) Form of Class C Administrative Services Plan and Agreement is
filed herewith.
EX-99.B(9)(f) Form of Class G Shareholder Service Plan and Agreement is
filed herewith.
EX-99.B(10) Opinion and Consent of Counsel is incorporated herein by
reference to Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A (File No. 2-76990) as
previously filed with the Securities and Exchange Commission.
EX-99.B(11) Consent of Independent Public Accountants is filed herewith.
EX-99.B(12) Not Applicable.
EX-99.B(13) Not Applicable.
EX-99.B(14) Not Applicable.
EX.99.B(15)(a) Distribution Plan is incorporated herein by reference to
Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) as previously filed
with the Securities and Exchange Commission.
EX.99.B(15)(b) Distribution Plan for Kansas Tax Free Income Portfolio Class B
is Incorporated herein by reference to Post Effective
Amendment No. 28 to Registrant's Registration Statement on
Form N-1A (File No. 2-76990) filed with the Securities and
Exchange Commission on October 9, 1990.
EX.99.B(15)(c) Distribution Plan for ProVantage Funds shares of Tax Free,
California Tax Exempt, Intermediate-Term Municipal,
Massachusetts Intermediate-Term Municipal, Pennsylvania
Municipal, Pennsylvania Tax Free, New York Intermediate-Term
Municipal and California Intermediate-Term Municipal
Portfolios.
EX.99.B(15)(d) Distribution Plan for Class C shares of California Tax Exempt
Portfolio and Institutional Tax Free Portfolio is incorporated
herein by reference to Post Effective Amendment No. 37 to Form
N-1A (File No. 2-76990) as previously filed with the
Securities and Exchange Commission on October 31, 1994.
EX.99.B(15)(e) Amended and Restated Class D Distribution Plan is filed
herewith.
EX.99.B(15)(f) Class G Distribution Plan is filed herewith.
EX.99.B(16) Performance Quotation Computation is incorporated herein by
reference to Post Effective Amendment No. 35 to Registrant's
Registration Statement on Form N-1A (File No. 2-76990) as
previously filed with the Securities and Exchange Commission.
EX.99.B(18)(a) Rule 18f-3 Plan is incorporated herein by reference to Post
Effective Amendment No. 38 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the
Securities and Exchange Commission on October 30, 1995.
EX.99.B(18)(b) Amendment No. 1 to Rule 18f-3 Plan relating to Class A, B, C,
D and G shares is filed herewith.
EX.99.B(25) Powers of Attorney are incorporated herein by reference to
Post Effective Amendment No. 38 to Registrant's Registration
Statement on Form N-1A (File No. 2-76990) filed with the
Securities and Exchange Commission on October 30, 1995.
EX.99.B(27) Financial Data Schedules are incorporated herein by reference
to Post-Effective Amendment No. 38, as filed on October 30,
1995.

<PAGE> 1
EXHIBIT 99.B9a

SHAREHOLDER SERVICE PLAN AND AGREEMENT

SEI TAX EXEMPT TRUST

CLASS A

SEI Tax Exempt Trust (the "Fund") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios"). The
Fund desires to retain SEI Financial Services Company (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 A shares ("Shares") of any
Portfolio of the Fund. 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.

SECTION 1. The Distributor will provide, or will enter into written agreements
in the form attached hereto with service providers pursuant to which the service
providers will provide, one or more of the following shareholder services to
Clients who may from time to time beneficially own Shares:

(i) maintaining accounts relating to Clients that invest
in Shares;

(ii) providing information periodically to Clients
showing their positions in Shares;

(iii) arranging for bank wires;

(iv) responding to Client inquiries relating to the
services performed by the Distributor or any service
provider;

(v) responding to inquiries from Clients concerning their
investments in Shares;

(vi) forwarding shareholder communications from the Fund (such
as proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax
notices) to Clients;

(vii) processing purchase, exchange and redemption requests
from Clients and placing such orders with the Fund or its
service providers;

(viii) assisting Clients in changing dividend options,
account designations, and addresses;
<PAGE> 2
(ix) providing subaccounting with respect to Shares
beneficially owned by Clients;

(x) processing dividend payments from the Fund on behalf
of Clients; and

(xi) providing such other similar services as the Fund may
reasonably request to the extent that the Distributor and/or
the service provider is permitted to do so under applicable
laws or regulations.

SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Fund in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Fund harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Fund or its
designees concerning the performance of the Distributor's responsibilities under
this Agreement.

SECTION 5. In consideration of the services and facilities to be provided by the
Distributor or any service provider, each Portfolio that has issued Class A
shares will pay to the Distributor a fee, as agreed from time to time, at an
annual rate of up to .25% (twenty-five basis points) of the average net asset
value of all Class A shares of each Portfolio, which fee will be computed daily
and paid monthly. The Fund may, in its discretion and without
<PAGE> 3
notice, suspend or withdraw the sale of Class A Shares of any Portfolio,
including the sale of Class A Shares to any service provider for the account of
any Client or Clients. The Distributor may waive all or any portion of its fee
from time to time.

SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.

SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.

SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Class A Shares of any Portfolio, without penalty, at any time by
the Fund or by the Distributor upon written notice to the Fund.

SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.

SECTION 11. References to the "SEI Tax Exempt Trust," the "Fund," and the
"Trustees" of the Fund refer respectively to the Trust created and the Trustees
as trustees, but not individually or personally, acting from time to time under
the Declaration of Trust of the Fund dated March 15, 1982 a copy of which is on
file with the Department of State of the Commonwealth of Pennsylvania and at the
Fund's principal office. The obligations of the Fund entered into in the name or
on behalf thereof by any of the Trustees, officers, representatives, or agents
are made not individually, but in such capacities, and are not binding upon any
of the Trustees, shareholders, officers, representatives, or agents of the Fund
personally. Further, any obligations of the Fund with respect to any one
Portfolio shall not be binding upon any other Portfolio.

By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.

- 3 -
<PAGE> 4
SEI TAX EXEMPT TRUST

By: ___________________________________ Date: ________________

SEI FINANCIAL SERVICES COMPANY

By: ___________________________________ Date: ________________

- 4 -

<PAGE> 1
EXHIBIT 99.B9b

SHAREHOLDER SERVICE PLAN AND AGREEMENT
SEI TAX EXEMPT TRUST

CLASS B

SEI Tax Exempt Trust (the "Fund") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios"). The
Fund desires to retain SEI Financial Services Company (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 B shares ("Shares") of any
Portfolio of the Fund. 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.

(i) maintaining accounts relating to Clients that invest
in Shares;

(ii) arranging for bank wires;

(iii) responding to Client inquiries relating to the
services performed by the Distributor or any service
provider;

(iv) responding to inquiries from Clients concerning
their investments in Shares; and

(v) assisting Clients in changing dividend options,
account designations, and addresses.

SECTION 3. Neither the Distributor nor any of its officers, employees, or agents
is authorized to make any representations concerning the Fund or the Shares
except those contained in the Fund's then-current prospectus or Statement of
Additional Information for the Shares, copies of which will be supplied to the
Distributor, or in such supplemental literature or advertising as may be
authorized in writing.
<PAGE> 2
SECTION 4. For purposes of this Agreement, the Distributor and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Fund in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify, and hold the Fund harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions, or inactions of or by the Distributor or its officers, employees, or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer, or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Fund or its
designees concerning the performance of the Distributor's responsibilities under
this Agreement.

SECTION 5. In consideration of the services and facilities to be provided by the
Distributor or any service provider, each Portfolio that has issued Class B
shares will pay to the Distributor a fee, as agreed from time to time, at an
annual rate of up to .25% (twenty-five basis points) of the average net asset
value of all Class B shares of each Portfolio, which fee will be computed daily
and paid monthly. The Fund may, in its discretion and without notice, suspend or
withdraw the sale of Class B Shares of any Portfolio, including the sale of
Class B Shares to any service provider for the account of any Client or Clients.
The Distributor may waive all or any portion of its fee from time to time.

SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.

SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Class B Shares of any Portfolio, without penalty, at any time by
the Fund or by the Distributor upon written notice to the Fund.

SECTION 9. All notices and other communications to either the Fund or to the
Distributor will be duly given if mailed, telegraphed, telefaxed, or transmitted
by similar communications device to the appropriate address stated herein, or to
such other address as either party shall so provide the other.
<PAGE> 3
SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.

SECTION 11. References to the "SEI Tax Exempt Trust," the "Fund," and the
"Trustees" of the Fund refer respectively to the Trust created and the Trustees
as trustees, but not individually or personally, acting from time to time under
the Declaration of Trust of the Fund dated March 15, 1982 a copy of which is on
file with the Department of State of the Commonwealth of Pennsylvania and at the
Fund's principal office. The obligations of the Fund entered into in the name or
on behalf thereof by any of the Trustees, officers, representatives, or agents
are made not individually, but in such capacities, and are not binding upon any
of the Trustees, shareholders, officers, representatives, or agents of the Fund
personally. Further, the obligations of the Fund with respect to any one
Portfolio shall not be binding upon any other Portfolio.

By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.

SEI TAX EXEMPT TRUST

By: ___________________________________ Date: ________________

SEI FINANCIAL SERVICES COMPANY

By: ___________________________________ Date: ________________

- 3 -

<PAGE> 1
EXHIBIT 99.B9c

ADMINISTRATIVE SERVICES PLAN AND AGREEMENT
SEI TAX EXEMPT TRUST

CLASS B

SEI Tax Exempt Trust (the "Fund") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios"). The
Fund desires to retain SEI Financial Services Company (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 B shares ("Shares") of any
Portfolio of the Fund. The Distributor is willing to itself provide or to
compensate service providers for providing, such administrative services in
accordance with the terms and conditions of this Agreement.

SECTION 1. The Distributor will provide, or will enter into written agreements
in the form attached hereto with service providers pursuant to which the service
providers will provide, one or more of the following administrative services to
Clients who may from time to time beneficially own Shares:

(i) providing subaccounting with respect to Shares
beneficially owned by Clients;

(ii) providing information periodically to Clients
showing their positions in Shares;

(iii) forwarding shareholder communications from the Fund
(such as proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax
notices) to Clients;

(iv) processing purchase, exchange and redemption requests
from Clients and placing such orders with the Fund or its
service providers;

(v) processing dividend payments from the Fund on behalf
of the Clients; and

(vi) providing such other similar services as the Fund may,
through the Distributor, reasonably request to the extent that
the Service Provider is permitted to do so under applicable
laws or regulations.

SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space, equipment
and facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
<PAGE> 2
SECTION 3. Neither the Distributor nor any of its officers, employees, or agents
is authorized to make any representations concerning the Fund or the Shares
except those contained in the Fund's then-current prospectus or Statement of
Additional Information for the Shares, copies of which will be supplied to the
Distributor, or in such supplemental literature or advertising as may be
authorized in writing.

SECTION 5. In consideration of the services and facilities to be provided by the
Distributor or any service provider, each Portfolio that has issued Class B
shares will pay to the Distributor a fee, as agreed from time to time, at an
annual rate of up to .05% (five basis points) of the average net asset value of
all Class B shares of each Portfolio, which fee will be computed daily and paid
monthly. The Fund may, in its discretion and without notice, suspend or withdraw
the sale of Class B Shares of any Portfolio, including the sale of Class B
Shares to any service provider for the account of any Client or Clients. The
Distributor may waive all or any portion of its fees from time to time.

SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.

SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Class B Shares of
<PAGE> 3
any Portfolio, without penalty, at any time by the Fund or by the Distributor
upon written notice to the Fund.

SECTION 11. References to the "SEI Tax Exempt Trust," the "Fund," and the
"Trustees" of the Fund refer respectively to the Trust created and the Trustees
as trustees, but not individually or personally, acting from time to time under
the Declaration of Trust of the Fund dated March 15, 1982 a copy of which is on
file with the Department of State of the Commonwealth of Pennsylvania and at the
Fund's principal office. The obligations of the Fund entered into in the name or
on behalf thereof by any of the Trustees, officers, representatives, or agents
are made not individually, but in such capacities, and are not binding upon any
of the Trustees, shareholders, officers, representatives, or agents of the Fund
personally. Further, the obligations of the Fund with respect to any one
Portfolio shall not be binding upon any other Portfolio.

By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.

SEI TAX EXEMPT TRUST

By: ___________________________________ Date: ________________

SEI FINANCIAL SERVICES COMPANY

By: ___________________________________ Date: ________________

- 3 -

<PAGE> 1
EXHIBIT 99.B9d

SHAREHOLDER SERVICE PLAN AND AGREEMENT
SEI TAX EXEMPT TRUST

CLASS C

SEI Tax Exempt Trust (the "Fund") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios"). The
Fund desires to retain SEI Financial Services Company (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 C shares ("Shares") of any
Portfolio of the Fund. 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.

(i) maintaining accounts relating to Clients that invest
in Shares;

(ii) arranging for bank wires;

(iii) responding to Client inquiries relating to the
services performed by the Distributor or any service
provider;

(iv) responding to inquiries from Clients concerning
their investments in Shares; and

(v) assisting Clients in changing dividend options,
account designations, and addresses.

SECTION 5. In consideration of the services and facilities to be provided by the
Distributor or any service provider, each Portfolio that has issued Class C
shares will pay to the Distributor a fee, as agreed from time to time, at an
annual rate of up to .25% (twenty-five basis points) of the average net asset
value of all Class C shares of each Portfolio, which fee will be computed daily
and paid monthly. The Fund may, in its discretion and without notice, suspend or
withdraw the sale of Class C Shares of any Portfolio, including the sale of
Class C Shares to any service provider for the account of any Client or Clients.
The Distributor may waive all or any portion of its fee from time to time.

SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.

SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Class C Shares of any Portfolio, without penalty, at any time by
the Fund or by the Distributor upon written notice to the Fund.

<PAGE> 3
SECTION 10. This Agreement will be construed in accordance with the laws of the
Commonwealth of Pennsylvania and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.

SECTION 11. References to the "SEI Tax Exempt Trust," the "Fund," and the
"Trustees" of the Fund refer respectively to the Trust created and the Trustees
as trustees, but not individually or personally, acting from time to time under
the Declaration of Trust of the Fund dated March 15, 1982 a copy of which is on
file with the Department of State of the Commonwealth of Pennsylvania and at the
Fund's principal office. The obligations of the Fund entered into in the name or
on behalf thereof by any of the Trustees, officers, representatives, or agents
are made not individually, but in such capacities, and are not binding upon any
of the Trustees, shareholders, officers, representatives, or agents of the Fund
personally. Further, the obligations of the Fund with respect to any one
Portfolio shall not be binding upon any other Portfolio.

By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.

SEI TAX EXEMPT TRUST

By: ___________________________________ Date: ________________

SEI FINANCIAL SERVICES COMPANY

By: ___________________________________ Date: ________________

- 3 -

<PAGE> 1
EXHIBIT 99.B9e

ADMINISTRATIVE SERVICES PLAN AND AGREEMENT
SEI TAX EXEMPT TRUST

CLASS C

SEI Tax Exempt Trust (the "Fund") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios"). The
Fund desires to retain SEI Financial Services Company (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 C shares ("Shares") of any
Portfolio of the Fund. The Distributor is willing to itself provide or to
compensate service providers for providing, such administrative services in
accordance with the terms and conditions of this Agreement.

SECTION 1. The Distributor will provide, or will enter into written agreements
in the form attached hereto with service providers pursuant to which the service
providers will provide, one or more of the following administrative services to
Clients who may from time to time beneficially own Shares:

(i) providing subaccounting with respect to Shares
beneficially owned by Clients;

(ii) providing information periodically to Clients
showing their positions in Shares;

(iii) forwarding shareholder communications from the Fund
(such as proxies, shareholder reports, annual and semi-annual
financial statements and dividend, distribution and tax
notices) to Clients;

(iv) processing purchase, exchange and redemption requests
from Clients and placing such orders with the Fund or its
service providers;

(v) processing dividend payments from the Fund on behalf
of the Clients; and

SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.

SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Class C Shares of
<PAGE> 3
any Portfolio, without penalty, at any time by the Fund or by the Distributor
upon written notice to the Fund.

SECTION 11. References to the "SEI Tax Exempt Trust," the "Fund," and the
"Trustees" of the Fund refer respectively to the Trust created and the Trustees
as trustees, but not individually or personally, acting from time to time under
the Declaration of Trust of the Fund dated March 15, 1982, a copy of which is on
file with the Department of State of the Commonwealth of Pennsylvania and at the
Fund's principal office. The obligations of the Fund entered into in the name or
on behalf thereof by any of the Trustees, officers, representatives, or agents
are made not individually, but in such capacities, and are not binding upon any
of the Trustees, shareholders, officers, representatives, or agents of the Fund
personally. Further, the obligations of the Fund with respect to any one
Portfolio shall not be binding upon any other Portfolio.

By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.

SEI TAX EXEMPT TRUST

By: ___________________________________ Date: ________________

SEI FINANCIAL SERVICES COMPANY

By: ___________________________________ Date: ________________

- 3 -

<PAGE> 1
EXHIBIT 99.B9f

SHAREHOLDER SERVICE PLAN AND AGREEMENT
SEI TAX EXEMPT TRUST

CLASS G

SEI Tax Exempt Trust (the "Fund") is an open-end investment company
registered under the Investment Company Act of 1940, as amended, and currently
consisting of a number of separately managed portfolios (the "Portfolios"). The
Fund desires to retain SEI Financial Services Company (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 Fund. 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.

(i) maintaining accounts relating to Clients that invest
in Shares;

(ii) arranging for bank wires;

(iii) responding to Client inquiries relating to the
services performed by the Distributor or any service
provider;

(iv) responding to inquiries from Clients concerning
their investments in Shares; and

(v) assisting Clients in changing dividend options,
account designations, and addresses.

SECTION 5. In consideration of the services and facilities to be provided by the
Distributor or any service provider, each Portfolio that has issued Class G
shares will pay to the Distributor a fee, as agreed from time to time, at an
annual rate of up to .25% (twenty-five basis points) of the average net asset
value of all Class G shares of each Portfolio, which fee will be computed daily
and paid monthly. The Fund may, in its discretion and without notice, suspend or
withdraw the sale of Class G Shares of any Portfolio, including the sale of
Class G Shares to any service provider for the account of any Client or Clients.
The Distributor may waive all or any portion of its fee from time to time.

SECTION 6. The Fund may enter into other similar servicing agreements with any
other person or persons without the Distributor's consent.

SECTION 8. This Agreement will become effective on the date a fully executed
copy of this Agreement is received by the Fund or its designee and shall
continue until terminated by either party. This Agreement is terminable with
respect to the Class G Shares of any Portfolio, without penalty, at any time by
the Fund or by the Distributor upon written notice to the Fund.

SECTION 11. References to the "SEI Daily Income Trust," the "Fund," and the
"Trustees" of the Fund refer respectively to the Trust created and the Trustees
as trustees, but not individually or personally, acting from time to time under
the Declaration of Trust of the Fund dated March 15, 1982 a copy of which is on
file with the Department of State of the Commonwealth of Pennsylvania and at the
Fund's principal office. The obligations of the Fund entered into in the name or
on behalf thereof by any of the Trustees, officers, representatives, or agents
are made not individually, but in such capacities, and are not binding upon any
of the Trustees, shareholders, officers, representatives, or agents of the Fund
personally. Further, the obligations of the Fund with respect to any one
Portfolio shall not be binding upon any other Portfolio.

By their signatures, the Fund and the Distributor agree to the terms of this
Agreement.

SEI TAX EXEMPT TRUST

By: ___________________________________ Date: ________________

SEI FINANCIAL SERVICES COMPANY

By: ___________________________________ Date: ________________

- 3 -

<PAGE> 1
Exhibit 11

[LETTERHEAD]

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated October 6, 1995
included in the Post-Effective Amendment No. 38 to the Registration Statement
on Form N-1A of the SEI Tax Exempt Trust (No. 2-76990), and to all references
to our Firm included in or made part of Registration Statement File No. 2-76990.

/s/ ARTHUR ANDERSEN LLP
------------------------------------

Philadelphia, Pa.,
May 1, 1996

<PAGE> 1
EXHIBIT 99.B15e

AMENDED AND RESTATED DISTRIBUTION PLAN
SEI TAX EXEMPT TRUST

CLASS D SHARES

WHEREAS, SEI Tax Exempt Trust (the "Trust") is engaged in business as
an open-end investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"); and

WHEREAS, the parties wish to amend and restate the terms of the
Distribution Plan previously adopted as set forth herein; and

WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that the following Distribution Plan will benefit the
Portfolios of the Trust listed on Exhibit A hereto (the "Portfolios") and the
owners of the Class D shares of such Portfolios (the "Shares");

NOW, THEREFORE, the Trustees of the Trust hereby adopt this
Distribution Plan pursuant to Rule 12b-1 under the 1940 Act.

SECTION 1. The Trust has adopted this Class D Distribution Plan
("Plan") to enable the Trust to directly or indirectly bear expenses relating to
the distribution of the Shares of the Trust.

SECTION 2. The Trust will pay the Distributor a fee on the Shares of
the Portfolios up to the amount set forth on Exhibit A. The Distributor may use
this fee toward (i) compensation for its services in connection with
distribution assistance or provision of shareholder services; or (ii) payments
to financial institutions and intermediaries such as banks, savings and loan
associations, insurance companies and investment counselors, broker-dealers and
the Distributor's affiliates and subsidiaries as compensation for services or
reimbursement of expenses incurred in connection with distribution assistance or
provision of shareholder services.

SECTION 3. Expenses permitted pursuant to this Plan shall include, and
be limited to, the following:

(a) The incremental printing costs incurred in producing for and
distributing to persons other than current Shareholders of the
Trust the reports, prospectuses, notices and similar materials
that are prepared by the Trust for current Shareholders;

(b) advertising;

(c) the costs of preparing, printing and distributing any
literature used in connection with the offering of the Trust's
Shares and not covered by Section 3(a) of this Plan; and

(d) expenses incurred in connection with the promotion and sale of
the Shares including, without limitation, travel and
communication expenses and expenses for the compensation of
and benefits for sales personnel.

SECTION 4. This Plan shall not take effect with respect to any
Portfolio until it has been approved (a) by a vote of at least a majority of the
outstanding voting securities of the Shares of such Portfolio; and (b) together
with any related agreements, by votes of the majority of both (i) the Trustees
of the Trust and (ii) the Qualified Trustees, cast in person at a Board of
Trustees meeting called for the purpose of voting on this Plan or such
agreement.

SECTION 5. This Plan shall continue in effect for a period of more than
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 4 herein for the approval of this Plan.

SECTION 6. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, at least quarterly, a written report
of the amounts so expended and the purposes for which such expenditures were
made.

SECTION 7. This Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Shares of the Trust.

SECTION 8. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority

1
<PAGE> 2
of the Qualified Trustees or by the vote of a majority of the Trust's
outstanding voting securities of the Shares of the Trust, on not more than 60
days written notice to any other party to the agreement; and (b) that such
agreement shall terminate automatically in the event of its assignment.

SECTION 9. This Plan may not be amended to increase materially the
amount of distribution expenses permitted pursuant to Section 2 hereof without
the approval of Shareholders holding a majority of the outstanding voting
securities of the Shares of the Trust, and all material amendments to this Plan
shall be approved in the manner provided in Part (b) of Section 4 herein for the
approval of this Plan.

SECTION 10. As used in this Plan, (a) the term "Qualified Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.

SECTION 11. While this Plan is in effect, the selection and nomination
of those Trustees who are not interested persons of the Trust within the meaning
of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.

SECTION 12. This Plan shall not obligate the Trust or any other party
to enter into an agreement with any particular person.

Amended and Restated May 31, 1996

2
<PAGE> 3
EXHIBIT A

<TABLE>
<S> <C>
Intermediate-Term Municipal Portfolio..................................... 30%
Tax Free Portfolio........................................................ 25%
</TABLE>

<PAGE> 1
EXHIBIT 99.B15f

DISTRIBUTION PLAN
SEI TAX EXEMPT TRUST

CLASS G SHARES

WHEREAS, SEI Tax Exempt Trust (the "Trust") is engaged in business as
an open-end investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"); and

WHEREAS, the parties wish to amend and restate the terms of the
Distribution Plan previously adopted as set forth herein; and

NOW, THEREFORE, the Trustees of the Trust hereby adopt this
Distribution Plan pursuant to Rule 12b-1 under the 1940 Act.

SECTION 1. The Trust has adopted this Class G Distribution Plan
("Plan") to enable the Trust to directly or indirectly bear expenses relating to
the distribution of the Shares of the Trust.

SECTION 3. This Plan shall not take effect with respect to any
Portfolio until it has been approved (a) by a vote of at least a majority of the
outstanding voting securities of the Shares of such Portfolio; and (b) together
with any related agreements, by votes of the majority of both (i) the Trustees
of the Trust and (ii) the Qualified Trustees, cast in person at a Board of
Trustees meeting called for the purpose of voting on this Plan or such
agreement.

SECTION 4. This Plan shall continue in effect for a period of more than
one year after it takes effect only for so long as such continuance is
specifically approved at least annually in the manner provided in Part (b) of
Section 3 herein for the approval of this Plan.

SECTION 5. Any person authorized to direct the disposition of monies
paid or payable by the Trust pursuant to this Plan or any related agreement
shall provide to the Trustees of the Trust, at least quarterly, a written report
of the amounts so expended and the purposes for which such expenditures were
made.

SECTION 6. This Plan may be terminated at any time by the vote of a
majority of the Qualified Trustees or by vote of a majority of the outstanding
voting securities of the Shares of the Portfolios.

SECTION 7. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide (a) that such agreement may be terminated at any time, without payment
of any penalty, by the vote of a majority of the Qualified Trustees or by the
vote of a majority of the Trust's outstanding voting securities of the Shares of
the Portfolios, on not more than 60 days written notice to any other party to
the agreement; and (b) that such agreement shall terminate automatically in the
event of its assignment.

SECTION 8. This Plan may not be amended to increase materially the
amount of distribution expenses permitted pursuant to Section 2 hereof without
the approval of Shareholders holding a majority of the outstanding voting
securities of the Shares of the Portfolios, and all material amendments to this
Plan shall be approved in the manner provided in Part (b) of Section 3 herein
for the approval of this Plan.

SECTION 9. As used in this Plan, (a) the term "Qualified Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment" and
"interested person" shall have the respective meanings specified in the 1940 Act
and the rules and regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.

SECTION 10. While this Plan is in effect, the selection and nomination
of those Trustees who are not interested persons of the

1
<PAGE> 2
Trust within the meaning of Section 2(a)(19) of the 1940 Act shall be committed
to the discretion of the Trustees then in office who are not interested persons
of the Trust.

SECTION 11. This Plan shall not obligate the Trust or any other party
to enter into an agreement with any particular person.

2
<PAGE> 3
EXHIBIT A
<TABLE>
<S> <C>
California Tax Exempt Portfolio............................................ .50%
</TABLE>

<PAGE> 1
EXHIBIT 99.B18b

Amendment #1

SEI TAX EXEMPT TRUST
CERTIFICATE OF CLASS DESIGNATION

Class A Shares

1. Class-Specific Distribution Arrangements; Other Expenses

Class A shares are sold without a sales charge, but are subject to
a shareholder servicing fee of up to .25% payable to the Distributor. The
Distributor will provide or will enter into written agreements with service
providers who will provide one or more of the following shareholder services to
clients who may from time to time beneficially own shares: (i) maintaining
accounts relating to clients that invest in shares; (ii) providing information
periodically to clients showing their position in shares; (iii) arranging for
bank wires; (iv) responding to client inquiries relating to the services
performed by the Distributor or any service provider; (v) responding to
inquiries from clients concerning their investments in shares; (vi) forwarding
shareholder communications from the Fund (such as proxies, shareholder reports,
annual and semi-annual financial statements and dividend, distribution and tax
notices) to clients; (vii) processing purchase, exchange and redemption requests
from clients and placing such orders with the Fund or its service providers;
(viii) assisting clients in changing dividend options, account designations, and
addresses; (ix) providing subaccounting with respect to shares beneficially
owned by clients; (x) processing dividends payments from the Fund on behalf of
clients; and (xi) providing such other similar services as the Fund may
reasonably request to the extent that the Distributor and/or the service
provider is permitted to do so under applicable laws or regulations.

2. Eligibility of Purchasers

Class A shares do not require a minimum initial investment and are
available only to financial institutions and intermediaries.

3. Exchange Privileges

Class A shares of each Fund may be exchanged for Class A shares of
each other Fund of the Trust in accordance with the procedures disclosed in the
Fund's Prospectus and subject to and applicable limitations resulting from the
closing of Funds to new investors.

4. Voting Rights

Each Class A shareholder will have one vote for each full Class A
share held and a fractional vote for each fractional Class A share held. Class A
shareholders will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to Class A (such as a distribution plan or
service agreement relating to Class A), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class A
shareholders differ from the interests of holders of any other class.

5. Conversion Rights

Class A shares do not have a conversion feature.
<PAGE> 2
Amendment #1

SEI TAX EXEMPT TRUST
CERTIFICATE OF CLASS DESIGNATION

Class B Shares

1. Class-Specific Distribution Arrangements; Other Expenses

Class B shares are sold without a load or sales charge, but are
subject to a shareholder servicing fee of up to .25% payable to the Distributor.
The Distributor will provide or will enter into written agreements with service
providers who will provide one or more of the following shareholder services to
clients who may from time to time beneficially own shares: (i) maintaining
accounts relating to clients that invest in shares; (ii) arranging for bank
wires; (iii) responding to client inquiries relating to the services performed
by the Distributor or any service provider; (iv) responding to inquiries from
clients concerning their investments in shares; and (v) assisting clients in
changing dividend options, account designations, and addresses.

Class B shares are also subject to an administrative services fee of up to .05%
payable to the Distributor. The Distributor will provide or will enter into
written agreements with service providers who will provide one or more of the
following administrative services: (i) providing subaccounting with respect to
shares beneficially owned by clients; (ii) providing information periodically to
clients showing their positions in shares; (iii) forwarding shareholder
communications from the Fund (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
clients; (iv) processing purchase, exchange and redemption requests from clients
and placing such orders with the Fund or its service providers; (v) processing
dividend payments from the Fund on behalf of the clients; and (vi) providing
such other similar services as the Fund may, through the Distributor, reasonably
request to the extent that the service provider is permitted to do so under
applicable laws or regulations.

2. Eligibility of Purchasers

Class B shares do not require a minimum initial investment and are
available only to financial institutions.

3. Exchange Privileges

Class B shares of a Fund may be exchanged for Class B shares of any
other Fund of the Trust that creates Class B shares in accordance with the
procedures disclosed in the Fund's Prospectus and subject to and applicable
limitations resulting from the closing of Funds to new investors.

4. Voting Rights

Each Class B shareholder will have one vote for each full Class B
share held and a fractional vote for each fractional Class B share held. Class B
shareholders will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to Class B (such as a distribution plan or
service agreement relating to Class B), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class B
shareholders differ from the interests of holders of any other class.

5. Conversion Rights

Class B shares do not have a conversion feature.
<PAGE> 3
Amendment #1

SEI TAX EXEMPT TRUST
CERTIFICATE OF CLASS DESIGNATION

Class C Shares

1. Class-Specific Distribution Arrangements; Other Expenses

Class C shares are sold without a load or sales charge, but are
subject to a shareholder servicing fee of up to .25% payable to the Distributor.
The Distributor will provide or will enter into written agreements with service
providers who will provide one or more of the following shareholder services to
clients who may from time to time beneficially own shares: (i) maintaining
accounts relating to clients that invest in shares; (ii) arranging for bank
wires; (iii) responding to client inquiries relating to the services performed
by the Distributor or any service provider; (iv) responding to inquiries from
clients concerning their investments in shares; and (v) assisting clients in
changing dividend options, account designations, and addresses.

Class C shares are also subject to an administrative services fee of up to .25%
payable to the Distributor. The Distributor will provide or will enter into
written agreements with service providers who will provide one or more of the
following administrative services: (i) providing subaccounting with respect to
shares beneficially owned by clients; (ii) providing information periodically to
clients showing their positions in shares; (iii) forwarding shareholder
communications from the Fund (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
clients; (iv) processing purchase, exchange and redemption requests from clients
and placing such orders with the Fund or its service providers; (v) processing
dividend payments from the Fund on behalf of the clients; and (vi) providing
such other similar services as the Fund may, through the Distributor, reasonably
request to the extent that the service provider is permitted to do so under
applicable laws or regulations.

2. Eligibility of Purchasers

Class C shares do not require a minimum initial investment and are
available only to financial institutions.

3. Exchange Privileges

Class C shares of any Fund may be exchanged for Class C shares of
any other Fund of the Trust that creates Class C shares in accordance with the
procedures disclosed in the Fund's Prospectus and subject to and applicable
limitations resulting from the closing of Funds to new investors.

4. Voting Rights

Each Class C shareholder will have one vote for each full Class C
share held and a fractional vote for each fractional Class C share held. Class C
shareholders will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to Class C (such as a distribution plan or
service agreement relating to Class C), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class C
shareholders differ from the interests of holders of any other class.

5. Conversion Rights

Class C shares do not have a conversion feature.
<PAGE> 4
Amendment #1

SEI TAX EXEMPT TRUST
CERTIFICATE OF CLASS DESIGNATION

Class D Shares

1. Class-Specific Distribution Arrangements; Other Expenses

Class D shares are subject to Rule 12b-1 distribution plan payments
of up to .30% for the Intermediate-Term Municipal Portfolio, which is sold with
a sales charge, and .25% for the Tax Free Portfolio, which is sold without a
sales charge, payable to the Distributor. The Distributor may use this fee for
(i) compensation for its services in connection with distribution assistance or
provision of shareholder services; or (ii) payments to financial institutions
and intermediaries such as banks, savings and loan associations, insurance
companies and investment counselors, broker-dealers and the Distributor's
affiliates and subsidiaries as compensation for services or reimbursement of
expenses incurred in connection with distribution assistance or provision of
shareholder services.

2. Eligibility of Purchasers

Class D shares require a minimum initial investment of $1,000 and
may be purchased through intermediaries which provide various levels of
shareholder services to their customers.

3. Exchange Privileges

Class D shares of each Fund may be exchanged for Class D shares of
each other Fund of the Trust in accordance with the procedures disclosed in the
Fund's Prospectus and subject to and applicable limitations resulting from the
closing of Funds to new investors.

4. Voting Rights

Each Class D shareholder will have one vote for each full Class D
share held and a fractional vote for each fractional Class D share held. Class D
shareholders will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to Class D (such as a distribution plan or
service agreement relating to Class D), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class D
shareholders differ from the interests of holders of any other class.

5. Conversion Rights

Class D shares do not have a conversion feature.
<PAGE> 5
Amendment #1

SEI TAX EXEMPT TRUST
CERTIFICATE OF CLASS DESIGNATION

Class G Shares

1. Class-Specific Distribution Arrangements; Other Expenses

Class G shares are sold without a sales charge, but are subject to
Rule 12b-1 distribution plan payments of up to .50% payable to the Distributor.
The Distributor may use this fee for (i) compensation for its services in
connection with distribution assistance or provision of shareholder services; or
(ii) payments to financial institutions and intermediaries such as banks,
investment counselors, broker-dealers and the Distributor's affiliates and
subsidiaries as compensation for services or reimbursement of expenses incurred
in connection with distribution assistance or provision of shareholder services.

Class G shares are also subject to a shareholder servicing fee of
up to .25%, payable to the Distributor under the Class G Shareholder Service
Plan. Under this Plan, the Distributor will provide or will enter into written
agreements with service providers who will provide one or more of the following
shareholder services to clients who may from time to time beneficially own
shares: (i) maintaining accounts relating to clients that invest in shares; (ii)
arranging for bank wires; (iii) responding to client inquiries relating to the
services performed by the Distributor or any service provider; (iv) responding
to inquiries from clients concerning their investments in shares; and (v)
assisting clients in changing dividend options, account designations, and
addresses.

2. Eligibility of Purchasers

Class G shares do not require a minimum initial investment and are
available only to shareholders who are clients of or accountholders with City
National Bank.

3. Exchange Privileges

Class G shares of the Fund may be exchanged for Class G shares of
any other Fund of the Trust that creates Class G shares in accordance with the
procedures disclosed in the Fund's Prospectus and subject to any applicable
limitations resulting from the closing of Funds to new investors.

4. Voting Rights

Each Class G shareholder will have one vote for each full Class G
share held and a fractional vote for each fractional Class G share held. Class G
shareholders will have exclusive voting rights regarding any matter submitted to
shareholders that relates solely to Class G (such as a distribution plan or
service agreement relating to Class G), and will have separate voting rights on
any other matter submitted to shareholders in which the interests of the Class G
shareholders differ from the interests of holders of any other class.

5. Conversion Rights

Class G shares do not have a conversion feature.