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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SEI Tax Exempt Trust
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(Name of Registrant as Specified In Its Charter)
same
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11(1).
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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TAX FREE PORTFOLIO
INSTITUTIONAL TAX FREE PORTFOLIO
CALIFORNIA TAX EXEMPT PORTFOLIO
PENNSYLVANIA TAX FREE PORTFOLIO
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IMPORTANT SHAREHOLDER INFORMATION
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THIS DOCUMENT CONTAINS YOUR PROXY STATEMENT AND PROXY CARD. A PROXY CARD IS, IN
ESSENCE, A BALLOT. WHEN YOU VOTE YOUR PROXY, IT TELLS US HOW TO VOTE ON YOUR
BEHALF ON IMPORTANT ISSUES RELATING TO YOUR PORTFOLIO. EACH PROXY CARD MAY BE
COMPLETED BY CHECKING THE APPROPRIATE BOX AND VOTING FOR OR AGAINST THE SPECIFIC
PROPOSALS RELATING TO YOUR PORTFOLIO. IF YOU SIMPLY SIGN THE PROXY WITHOUT
SPECIFYING A VOTE, YOUR SHARES WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF TRUSTEES.
PLEASE SPEND A FEW MINUTES WITH THE PROXY STATEMENT, FILL OUT YOUR PROXY CARD,
AND RETURN IT TO US. VOTING YOUR PROXY, AND DOING SO PROMPTLY, ENSURES THAT THE
PORTFOLIO WILL NOT NEED TO CONDUCT ADDITIONAL MAILINGS. IF SHAREHOLDERS DO NOT
RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, THE PORTFOLIO MAY HAVE TO INCUR THE
EXPENSE OF FOLLOW-UP SOLICITATIONS, WHICH WILL COST YOUR PORTFOLIO MONEY.
PLEASE TAKE A FEW MOMENTS TO EXERCISE YOUR RIGHT TO VOTE. THANK YOU.
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SEI TAX EXEMPT TRUST
<PAGE>
SEI TAX EXEMPT TRUST
Dear Shareholder,
A shareholder meeting of the Tax Free, Institutional Tax Free, California
Tax Exempt, and Pennsylvania Tax Free Portfolios of SEI Tax Exempt Trust (the
"Trust") has been scheduled for Wednesday, July 29, 1998. If you were a
shareholder of record as of the close of business on June 12, 1998, you are
entitled to vote at the meeting and any adjournment of the meeting.
The Managing Directors of Weiss, Peck & Greer, L.L.C. ("WPG"), the
investment adviser to each Portfolio, have entered into an agreement with Robeco
Groep N.V. ("Robeco"), a major Dutch investment management firm, pursuant to
which WPG will become a member of the Robeco group, as further described in the
enclosed proxy statement. The existing WPG professionals have entered employment
contracts with Robeco and the WPG name and management will be maintained.
The Portfolios' Trustees have called a special shareholder meeting to be
held on July 29, 1998. The primary purpose of the special meeting is to permit
each Portfolio's shareholders to consider a new investment advisory agreement
with WPG to take effect following the acquisition, as required by federal
securities laws. The terms of the proposed new investment advisory agreement
between your Portfolio and WPG are substantially identical to the terms of the
Trust's current investment advisory agreement, except for the dates of
execution, effectiveness and termination, and the inclusion of escrow provisions
(which are applicable in the event that the transaction closes prior to the
approval of the new advisory agreement by shareholders). The enclosed proxy
statement seeks shareholder approval of this proposal.
While you are, of course, welcome to join us at the meeting, most shareholders
cast their votes by filling out and signing the enclosed proxy card(s). Whether
or not you plan to attend the meeting, we need your vote. Please mark, sign, and
date the enclosed proxy card(s) and return it in the enclosed postage-paid
envelope so the maximum number of shares may be voted. Your vote is important to
us. Please do not hesitate to call 1-800-DIAL-SEI if you have any questions
about the Proposal. Thank you for taking the time to consider this important
proposal and for your investment in the SEI Funds.
Sincerely,
/s/ Edward D. Loughlin
Edward D. Loughlin
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SEI TAX EXEMPT TRUST
<PAGE>
IMPORTANT NOTICE
Although we recommend that you read the complete Proxy Statement, for your
convenience, we have provided a brief overview of the proposal.
QUESTIONS & ANSWERS
Q: WHY AM I RECEIVING THIS PROXY STATEMENT?
A: Federal securities laws require a vote by each Portfolio's shareholders
whenever the Portfolio's investment adviser is subject to a change in its
ownership structure or in the identity of its controlling parties. Weiss, Peck &
Greer, L.L.C. ("WPG"), each Portfolio's investment adviser, and Robeco Groep
N.V. ("Robeco") have entered into an agreement pursuant to which Robeco will
acquire WPG. Your Portfolio is seeking shareholder approval of the following
proposal:
- - FOR EACH PORTFOLIO, approval of a new investment advisory agreement with WPG.
Please refer to the proxy statement for a detailed explanation of the proposal.
Q: HOW WILL THIS AFFECT MY ACCOUNT?
A: You can expect the same level of management expertise and service from WPG to
which you've grown accustomed. The terms of the proposed new investment advisory
agreement between your Portfolio and WPG are substantially identical to the
terms of the Portfolio's current investment advisory agreement, except for the
dates of execution, effectiveness and termination, and the inclusion of escrow
provisions (which are applicable only in the event that the transaction closes
prior to the approval of the new advisory agreement by shareholders). THE
PROPOSAL DOES NOT REQUEST AN INCREASE IN THE RATE OF ANY PORTFOLIO'S INVESTMENT
ADVISORY FEE. FURTHER, THE PROPOSED TRANSACTION WILL NOT RESULT IN A CHANGE IN
ANY PORTFOLIO'S PORTFOLIO MANAGER.
Q: WILL MY VOTE MAKE A DIFFERENCE?
A: Your vote is needed to ensure that the Proposal can be acted upon.
Additionally, your immediate response on the enclosed proxy card(s) will help
save the costs of any further solicitations for a shareholder vote. We encourage
all shareholders to participate in the governance of their Portfolio(s).
Q: HOW DO THE TRUSTEES OF MY PORTFOLIO SUGGEST THAT I VOTE?
A: After careful consideration, the Trustees of your Portfolio, including the
independent Trustees who comprise a majority of each Portfolio's Board of
Trustees, unanimously recommend that you vote "FOR" the proposal.
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Q: WHOM DO I CALL IF I HAVE QUESTIONS?
A: We will be happy to answer your questions about the proxy solicitation.
Please call us at 1-800-DIAL-SEI between 9:00 a.m. and 5:00 p.m. New York time,
Monday through Friday.
Q: WHERE DO I MAIL MY PROXY CARD(S)?
A: You may use the enclosed postage-paid envelope.
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SEI TAX EXEMPT TRUST
TAX FREE PORTFOLIO
INSTITUTIONAL TAX FREE PORTFOLIO
CALIFORNIA TAX EXEMPT PORTFOLIO
PENNSYLVANIA TAX FREE PORTFOLIO
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JULY 29, 1998
To the Shareholders of SEI Tax Exempt Trust:
Notice is hereby given that a special meeting of Shareholders (the
"Meeting") of the Tax Free Portfolio, Institutional Tax Free Portfolio,
California Tax Exempt Portfolio, and Pennsylvania Tax Free Portfolio (the
"Portfolios") of SEI Tax Exempt Trust (the "Trust"), will be held at the offices
of the Trust, One Freedom Valley Drive, Oaks, Pennsylvania 19456, on July 29,
1998 at 3:30 p.m., local time, for the following purposes:
1. TO CONSIDER AND VOTE UPON A PROPOSAL TO APPROVE A NEW ADVISORY
AGREEMENT BETWEEN THE TRUST, ON BEHALF OF THE TAX FREE PORTFOLIO,
INSTITUTIONAL TAX FREE PORTFOLIO, CALIFORNIA TAX EXEMPT PORTFOLIO, AND
PENNSYLVANIA TAX FREE PORTFOLIO AND WEISS PECK & GREER, L.L.C. ("WPG")
RELATING TO THE MANAGEMENT OF THE ASSETS OF THE PORTFOLIOS.
2. TO TRANSACT OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
Proposal 1 relates to the consideration of a new advisory agreement
between the Trust and WPG. The current agreement between WPG and the Trust will
terminate when WPG is purchased by the Robeco Groep N.V. ("Robeco"), a major
Dutch investment management firm. Under the Investment Company Act of 1940, this
transaction will result in an "assignment," which will cause the termination of
the agreement. Provided that the new agreement is approved by Shareholders, WPG
will continue to serve as adviser under the new agreement described in the
attached proxy statements. The Board of Trustees is recommending that
Shareholders of the Portfolios vote to approve the new advisory agreement
between the Trust and WPG.
All Shareholders are cordially invited to attend the meeting.
Regardless of whether you plan to attend the meeting, please complete, sign, and
date the enclosed proxy and return it promptly in the enclosed envelope so that
a quorum will be present and a maximum number of shares may be voted. If you are
present at the meeting, you may change your vote, if desired, at that time.
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Shareholders of record at the close of business on June 12, 1998, are
entitled to receive notice of and to vote at that meeting or any adjournment
thereof.
By Order of the Board of Trustees
/s/ Richard W. Grant
--------------------------
Richard W. Grant
SECRETARY
June 25, 1998
PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY
IS REQUESTED. A SELF-ADDRESSED, POSTAGE PAID
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE
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SEI TAX EXEMPT TRUST
TAX FREE PORTFOLIO
INSTITUTIONAL TAX FREE PORTFOLIO
CALIFORNIA TAX EXEMPT PORTFOLIO
PENNSYLVANIA TAX FREE PORTFOLIO
ONE FREEDOM VALLEY DRIVE
OAKS, PENNSYLVANIA 19456
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
JULY 29, 1998
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Trustees of SEI Tax Exempt Trust (the "Trust") on
behalf of the Tax Free Portfolio, Institutional Tax Free Portfolio, California
Tax Exempt Portfolio, and Pennsylvania Tax Free Portfolio (each a "Portfolio"
and, together, the "Portfolios"), for use at the Special Meeting of Shareholders
to be held at the offices of the Trust, One Freedom Valley Drive, Oaks,
Pennsylvania 19456, on Wednesday, July 29, 1998, at 3:30 p.m., local time, and
at any adjourned session thereof (this meeting and any adjournment thereof are
hereinafter referred to as the "Meeting"). Shareholders of record at the close
of business on June 12, 1998 ("Shareholders") are entitled to vote at the
Meeting.
As of June 12, 1998, the Portfolios had the following number of shares
outstanding:
<TABLE>
<CAPTION>
PORTFOLIO SHARES OUTSTANDING
<S> <C>
Tax Free 532,529,999.34
Institutional Tax Free 1,029,363,101.30
California Tax Exempt 502,595,059.41
Pennsylvania Tax Free 43,448,909.13
</TABLE>
Each share is entitled to one vote and each fractional share is
entitled to a proportionate fractional vote on each matter at the Meeting. In
addition to the solicitation of proxies by mail, directors and officers of the
Trust and officers and employees of SEI Investments Fund Management, the
Administrator for the Portfolios, may solicit proxies in person or by telephone.
In addition, third parties hired for the purpose may solicit proxies in person,
by fax or by telephone. Persons holding shares as nominees will, upon request,
be reimbursed for their reasonable expenses incurred in sending soliciting
materials to their principals. The cost of solicitation will be borne by Weiss,
Peck & Greer, L.L.C. ("WPG"). The Proxy Card and this Proxy Statement are being
mailed to the Shareholders on or about June 25, 1998.
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Shares represented by duly executed proxies will be voted in accordance
with the instructions given. Proxies may be revoked at any time before they are
exercised by a written revocation received by the President of the Trust at One
Freedom Valley Drive, Oaks, Pennsylvania 19456, by properly executing a
later-dated proxy, or by attending the Meeting and voting in person.
INTRODUCTION
The Trust is organized as a Massachusetts business trust and is not
required to hold annual meetings of Shareholders. The Board of Trustees has
called this Meeting to permit Shareholders of the Portfolios to vote on a new
advisory agreement, which is to take effect upon the termination of the existing
advisory agreement. The existing advisory agreement will terminate upon the
completion of the transaction between WPG and Robeco Groep N.V. ("Robeco") as
more fully described below (the "Transaction"). This Proxy Statement solicits
votes on the proposal to approve a new advisory agreement between the Trust, on
behalf of each Portfolio, and WPG. The Transaction will technically cause an
"assignment" of the current advisory agreement ("Current Advisory Agreement").
Under the Investment Company Act of 1940, as amended (the "1940 Act"), this will
have the effect of terminating the Current Advisory Agreement. AS DESCRIBED
BELOW, THE PROPOSAL DOES NOT REQUEST AN INCREASE IN THE RATE OF ANY PORTFOLIO'S
INVESTMENT ADVISORY FEE. FURTHER, THE ACQUISITION WILL NOT RESULT IN A CHANGE IN
ANY PORTFOLIO'S PORTFOLIO MANAGER.
PROPOSAL 1. APPROVAL OF A NEW ADVISORY AGREEMENT FOR THE PORTFOLIOS BACKGROUND
On May 18, 1998, the Trust's Board, including a majority of the
non-interested Trustees, approved a new advisory agreement by and between the
Trust, on behalf of the Portfolios, and WPG ("New Advisory Agreement") embodying
substantially identical terms and fees as the Current Advisory Agreement, except
for the dates of execution, effectiveness and termination, and the inclusion of
escrow provisions (which are applicable only in the event that the Transaction
closes prior to the approval of the New Advisory Agreement by Shareholders).
Accordingly, Shareholders are being asked to approve the New Advisory Agreement
with respect to each Portfolio. A copy of the form of New Advisory Agreement is
attached as ANNEX A to this Proxy Statement.
THE TRANSACTION
The Managing Directors of WPG, Lloyds America Securities Corp. and
certain other persons (together with the Managing Directors and Lloyds America
Securities Corp., the "Sellers"), who collectively own all of the outstanding
equity interests in WPG, have entered an agreement (the "Purchase Agreement")
with Robeco for the Sellers to sell all of the equity interests of WPG to Robeco
(the "Transaction"). After the completion of the Transaction, WPG will be a
wholly-owned subsidiary of Robeco.
The Transaction is not expected to result in material changes in the
business, corporate structure or composition of the senior management or
personnel of WPG, or in the manner in
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which WPG renders advisory, administrative or brokerage services to the
Portfolios. The Purchase Agreement does not contemplate any changes, other than
changes in the ordinary course of business, in the management or operations of
WPG relating to the Portfolios, the personnel managing the Portfolios or in the
other service providers to or business activities of the Portfolios. Robeco and
WPG do not anticipate that the Transaction or any ancillary transactions will
cause any reduction in the quality of services now provided by WPG to the
Portfolios or have any adverse effect on WPG's ability to fulfill its
obligations under the New Advisory Agreement or to operate its businesses in a
manner consistent with past business practices.
THE TERMS OF THE PURCHASE AGREEMENT
The Transaction is expected to close during the third quarter of 1998,
provided that a number of conditions set forth in the Purchase Agreement are met
or waived. The conditions require, among other things, that as of the closing of
the Transaction the Shareholders of the Portfolios and investors in certain
accounts advised by WPG or its affiliates (which investment companies and
accounts have aggregate assets in excess of a minimum amount) have approved new
investment advisory agreement or consented to the assignment of existing
investment advisory agreement. In consideration for all of the outstanding
equity interests in WPG to be transferred to Robeco, Robeco will pay
approximately $375 million in cash to the Sellers at the closing, subject to
certain purchase price adjustments set forth in the Purchase Agreement. The
initial purchase price is subject to certain adjustments based on, among other
things, the amount of revenue generated by assets under management of WPG and
its affiliates at specified times. In addition to the initial purchase price,
the Sellers and other key WPG employees are eligible to receive up to an
additional $200 million contingent upon the level of WPG's cash flow during the
five years after the closing. As a condition to the closing, Robeco will either
provide to WPG approximately $22.5 million which will be used to repay existing
indebtedness of WPG or obtain a waiver from the lender of any requirement that
WPG prepay such amount in connection with the Transaction. There is no financing
condition to the closing of the Transaction. WPG has been advised by Robeco that
as of June 1, 1998, no determination has been made to what extent additional
indebtedness will be incurred by Robeco in connection with the Transaction.
Robeco has agreed not to change WPG's name for at least five years after the
Transaction without the approval of WPG's executive committee.
The current Managing Directors of WPG and certain officers of WPG have
entered into employment agreements with WPG in connection with the Transaction.
All of the Portfolios' portfolio managers have also entered into employment
agreements. The Purchase Agreement contemplates that Robeco will, and will cause
WPG to, honor such employment agreements. The employment agreements are intended
to ensure that the services of the Managing Directors and relevant officers are
available to WPG (and thus to the Portfolios) for a term of at least three
years. Under the Purchase Agreement, the Managing Directors of WPG will receive
a portion of the initial purchase price upon the consummation of the Transaction
and will be eligible to receive a portion of the contingent purchase price based
on their contribution to the continued profitability of WPG after the
Transaction. Each employment agreement prohibits the employee from competing
with WPG in various ways for a certain time period after the termination of
employment. Although there can be no assurance that any employee of WPG will
choose to remain employed by WPG after the Transaction, WPG expects to continue
to provide
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competitive compensation and benefit packages and other incentives necessary to
retain and attract quality personnel.
The Trust's Board of Trustees approved the New Advisory Agreement
and called this special Meeting of the Shareholders to approve the New
Advisory Agreement. WPG has agreed to pay all expenses relating to the
procurement of a Shareholder vote. In the event that Shareholders do not
approve the New Advisory Agreement, the Trust's Board will meet to discuss
its options, which may include recommending the hiring, subject to Board and
Shareholder approval, of one or more new advisers.
INFORMATION REGARDING WPG
WPG is a privately held Delaware limited liability company with over 28
years of experience as an investment adviser to individual and institutional
clients. Founded in 1970, WPG is currently owned by 35 Managing Directors,
Lloyds America Securities Corp. and certain others. WPG has approximately 240
employees in addition to its Managing Directors. WPG is a member firm of the New
York Stock Exchange and, together with its affiliates, had approximately $16
billion of assets under management as of June 1, 1998. Its principal business
address is One New York Plaza, New York, NY 10004. ANNEX B to this Proxy
Statement sets forth the name, business address and principal occupation of each
of WPG's Managing Directors. In addition to serving as the Portfolios'
investment adviser, WPG serves as the investment adviser or subadviser to each
of the similar investment companies listed in ANNEX C to this Proxy Statement.
ANNEX C also sets forth the size of such investment companies and the rates of
WPG's advisory fees charged to such investment companies.
After completion of the Transaction, WPG will be a wholly-owned
subsidiary of Robeco and a representative of Robeco will be appointed to WPG's
executive committee. The members of WPG's executive committee currently are
Stephen H. Weiss (Chairman), Roger J. Weiss, Philip Greer, Ronald M. Hoffner,
Wesley W. Lang, Jr., Mitch Cantor and Gill Cogan, all of whom expect to continue
such service after the Transaction. A new Managing Board, responsible for the
strategic management of WPG, will be established in connection with the
Transaction. The Managing Board will consist of eight members, four of which
will be appointed by WPG and four of which will be appointed by Robeco. Despite
the Board's composition, the members appointed by Robeco will have voting
control of the Managing Board and thus of WPG.
INFORMATION CONCERNING ROBECO
Robeco is a Dutch corporation that was formed to be the holding company
for 100% of the shares of Robeco International B.V. and Robeco Nederland B.V.
("Robeco Nederland") (collectively referred to as the "Robeco Group").
Cooperative Centrale Raiffeisen-Boerenleenbank B.A., Rabobank Nederland owns 50%
of the shares of Robeco and the balance is owned by shareholders of the Robeco
Group funds.
The Robeco Group is a fund management group. Robeco Nederland advises
and manages investment funds, some of whose shares are traded primarily on the
Amsterdam Stock
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Exchange, including (1) Robeco N.V., (2) Rolinco N.V., (3) Rorento N.V., (4) RG
Rente Mixfund N.V., (5) RG Obligatie Mixfund N.V., (6) RG Aandelen Mixfund N.V.,
(7) RG Florente Fund N.V., (8) RG Divirente Fund N.V., (9) RG America Fund N.V.,
(10) RG Europe Fund N.V., (11) RG Pacific Fund N.V., (12) Neuorente Fund N.V.,
(13) RG Hollands Bezit N.V., (14) RG Emerging Markets Fund N.V., (15) RG
Tactimix Funds, and (16) RG Zelfselect Landen Fund N.V. Robeco Nederland also
advises and manages a number of institutional funds. The Robeco Group operates
primarily outside of the United States, although it currently holds significant
ownership interests in several U.S. investment advisers.
The Robeco Group, through its subsidiaries, has approximately 1,250
employees worldwide. Of the approximately $59.4 billion in assets under
management at December 31, 1997, approximately $810 million is managed in the
U.S.
EFFECT OF THE TRANSACTION ON THE EXISTING ADVISORY AGREEMENT
Consummation of the Transaction will constitute an "assignment" (as
defined in the 1940 Act) of the investment advisory agreement currently in
effect between the Trust, on behalf of each Portfolio, and WPG (the "Current
Advisory Agreement"). As required by the 1940 Act, the Current Advisory
Agreement provides for its automatic termination in the event of an assignment.
Accordingly, the Current Advisory Agreement will terminate upon consummation of
the Transaction.
In anticipation of the Transaction and in order for WPG to continue to
serve as the Portfolios' investment adviser after consummation of the
Transaction (except on a temporary basis pursuant to an order which may be
granted by the Securities and Exchange Commission ("SEC")), a new investment
advisory agreement (the "New Advisory Agreement") between the Trust, on behalf
of each Portfolio, and WPG must be approved (i) by a majority of the Trustees of
the Trust who are not parties to the New Advisory Agreement or interested
persons of any party thereto (the "Independent Trustees") and (ii) by vote of
the holders of "a majority of the outstanding voting securities" (within the
meaning of the 1940 Act) of such Portfolio.
AT A MEETING HELD ON MAY 18, 1998, THE TRUSTEES, INCLUDING THE
INDEPENDENT TRUSTEES, UNANIMOUSLY VOTED TO APPROVE THE NEW ADVISORY AGREEMENT
FOR EACH PORTFOLIO AND TO RECOMMEND THAT THE SHAREHOLDERS OF EACH PORTFOLIO VOTE
FOR THE APPROVAL OF THE NEW ADVISORY AGREEMENT.
In evaluating the New Advisory Agreement, the Trustees reviewed
materials furnished by WPG and Robeco, including information regarding WPG,
Robeco, their respective affiliates and their personnel, operations and
financial condition. The Trustees also reviewed the terms of the Transaction and
its possible effects on the Portfolios and their shareholders. Representatives
of WPG discussed with the Trustees the anticipated effects of the Transaction,
and indicated their belief that as a consequence of the proposed transaction,
the operations of the Portfolios and the capabilities of WPG to provide advisory
and other services to the Portfolios would not be materially adversely affected
and may be enhanced by the resources of Robeco, though there could be no
assurance as to any particular benefits that may result.
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In making their recommendation, the Trustees deemed to be especially
important the experience of WPG's key personnel in portfolio management, the
arrangements made to secure the continued service of the key personnel in
portfolio management, the high quality and extent of research and management
services WPG is expected to continue to provide to the Portfolios, and the fair
and reasonable compensation proposed to be paid to WPG by the Portfolios under
the New Advisory Agreement and that the rate of such compensation is identical
to the rate of compensation under the Current Advisory Agreement (which they had
recently reviewed and approved). The Trustees also specifically considered the
following as relevant to their recommendations: (1) that the fee and expense
ratios of the Portfolios are reasonable given the quality of services expected
to be provided and the fee and expense ratios of comparable mutual funds; (2)
the relative performance of the Portfolios since commencement of operations to
comparable mutual funds and unmanaged indices; (3) that the terms of the New
Advisory Agreement is substantially identical to those of the Current Advisory
Agreement, except for different execution dates, effective dates and termination
dates, and the inclusion of escrow provisions (which are applicable only in the
event the Transaction closes prior to the approval of the New Advisory Agreement
by Shareholders); (4) the favorable history, reputation, qualification and
background of WPG and Robeco, as well as the qualifications of their personnel
and their respective financial conditions; (5) the commitment of WPG to pay the
expenses of the Portfolios in connection with the Transaction so that
shareholders of the Portfolios would not have to bear such expenses; (6) the
possibility of benefits that may be realized by the Portfolios as a result of
WPG's affiliation with Robeco, including any resources of Robeco that would be
available to WPG; and (7) other factors deemed relevant by the Trustees.
SECTION 15(f) OF THE 1940 ACT
Section 15(f) of the 1940 Act permits, in the context of a change in
control of an investment adviser to a registered investment company, the receipt
by such investment adviser (or any of its affiliated persons) of any amount or
benefit in connection with such sale, as long as two conditions are satisfied.
First, an "unfair burden" may not be imposed on the investment company as a
result of the sale of such interest, or any express or implied terms, conditions
or understandings applicable thereto. The term "unfair burden," as defined in
the 1940 Act, includes any arrangement during the two-year period after the
transaction whereby the investment adviser (or predecessor or successor
adviser), or any interested person of any such adviser, receives or is entitled
to receive any compensation, directly or indirectly, from the investment company
or its security holders (other than fees for bona fide investment advisory and
other services), or from any person in connection with the purchase or sale of
securities or other property to, from or on behalf of the investment company
(other than ordinary fees for bona fide principal underwriting services).
The Board has not been advised by WPG of any circumstances arising from
the Transaction that will result in the imposition of an "unfair burden" on the
Portfolios. Moreover, Robeco has agreed in the Purchase Agreement that, upon
consummation of the Transaction, it will take no action which would have the
effect, directly or indirectly, of violating any of the provisions of Section
15(f) of the 1940 Act in respect of the Transaction. In this regard, the
Purchase Agreement provides that Robeco will conduct itself and cause WPG to
conduct itself so
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that no "unfair burden" will be imposed on any Portfolio as a result of the
transactions contemplated by the Purchase Agreement. During the two year period
following the Transaction, WPG and Robeco do not intend to change WPG's policies
with respect to the circumstances under which voluntary fee waivers may be
permitted to expire.
The second condition of Section 15(f) is that during the three-year
period immediately following a transaction to which Section 15(f) is applicable,
at least 75% of the subject investment company's board of trustees must not be
"interested persons" (as defined in the 1940 Act) of the investment company's
investment adviser or predecessor adviser. The current composition of the
Trust's Board would comply with this condition subsequent to the Transaction.
MISCELLANEOUS
WPG and the Trust have filed an application (the "Application") with
the SEC requesting an order permitting implementation, without obtaining prior
Shareholder approval, of the New Advisory Agreement during an interim period
commencing on the date of the closing of the Transaction and ending at the
earlier of such time as sufficient votes are cast by the applicable Portfolio's
Shareholders to approve the New Advisory Agreement and October 31, 1998 (the
"Interim Period"). The exemptive relief would be effective only in the event
that a quorum of a Portfolio's Shareholders has not been present at the Meeting
to consider the approval of its New Advisory Agreement by the date of the
closing of the Transactions.
A condition to the relief requested is expected to require that any
advisory fees earned by WPG under the New Advisory Agreement during the Interim
Period be held in an interest-bearing escrow account and be paid to WPG only
upon approval by Shareholders of the Portfolios of the New Advisory Agreement
and the compensation payable thereunder earned during the Interim Period. If a
Portfolio's Shareholders do not vote to approve the New Advisory Agreement by
the expiration of the Interim Period, the fees held in the escrow account will
be remitted to the Portfolio, WPG will no longer serve as the Portfolio's
investment adviser and the New Advisory Agreement will terminate. WPG has agreed
in the Application to take all appropriate steps to ensure that the scope and
quality of its advisory and other services provided to the Portfolios during the
Interim Period will be at least equivalent to the scope and quality of services
provided under the Current Advisory Agreement, and that, in the event of any
material change in the personnel providing advisory services pursuant to the New
Advisory Agreement during the Interim Period, the Trustees will be apprised and
consulted to assure that they are satisfied that the services provided will not
be diminished in scope or quality. There can be no assurance that the SEC will
grant the relief requested or that the conditions of the relief requested will
be as described above.
At a meeting held on May 18, 1998, the Trustees, including the
Independent Trustees, concluded that payment of the investment advisory fees
under the New Advisory Agreement during the Interim Period would be appropriate
and fair and recommend that the shareholders of each Portfolio vote to approve
the payment of the advisory fees earned by WPG under the New Advisory Agreement
during the Interim Period.
7
<PAGE>
In the event that the closing of the Transaction occurs prior to the
Shareholders of a Portfolio approving the New Advisory Agreement, the approval
of Proposal 1 by such Shareholders will also be deemed to approve of the payment
of the advisory fees to WPG under the New Advisory Agreement during the Interim
Period.
CONCLUSION AND RECOMMENDATION OF THE BOARD
Based upon a review of the above factors, the Board concluded that the
terms of the New Advisory Agreement are fair to, and in the best interest of
each Portfolio and the Shareholders of each Portfolio. The Trustees, including
the Independent Trustees, unanimously recommend that the Shareholders of each
Portfolio vote to approve the New Advisory Agreement at the Meeting.
If the Shareholders of a Portfolio do not approve the New Advisory
Agreement with respect to their Portfolio and the Transaction is consummated,
the Trustees would consider what further action to take consistent with their
fiduciary duties to the Portfolio. Such actions may include obtaining for the
Portfolio interim investment advisory services at cost or at the current fee
rate either from WPG or from another advisory organization. Thereafter, the
Trustees would either negotiate a new investment advisory agreement with an
advisory organization selected by the Trustees or make other appropriate
arrangements. In the event the Transaction is not consummated, WPG would
continue to serve as investment adviser of the Portfolios pursuant to the terms
of the Current Advisory Agreement.
DESCRIPTION OF THE CURRENT ADVISORY AGREEMENT AND THE NEW ADVISORY AGREEMENT
GENERAL
WPG has served as the investment adviser to the Portfolios pursuant to
the Current Advisory Agreement, which was approved by the Portfolios'
shareholders on April 12, 1989 for the Institutional Tax Free, California Tax
Exempt and Pennsylvania Tax Free Portfolios and July 8, 1994 for the Tax Free
Portfolio. This Agreement will terminate upon consummation of the Transaction.
The Board of Trustees recommends that Shareholders of the Portfolios
approve the New Advisory Agreement between the Trust, on behalf of the
Portfolios, and WPG, a copy of which is attached as ANNEX A to this Proxy
Statement. The description of the New Advisory Agreement set forth in this Proxy
Statement is qualified in its entirety by reference to the form of New Advisory
Agreement attached to this Proxy Statement as ANNEX A. The terms of the New
Advisory Agreement are identical to the terms of the Current Advisory Agreement
except for dates of execution, effectiveness and terminations, and the inclusion
of escrow provisions (which are applicable only in the event that the
Transaction closes prior to the approval of the New Advisory Agreement by the
Shareholders).
8
<PAGE>
DUTIES UNDER THE NEW ADVISORY AGREEMENT
Under the New Advisory Agreement, WPG will make the investment
decisions for the Portfolios and will continuously review, supervise, and
administer the Portfolios' investment program with respect to these assets. WPG
will discharge its responsibilities subject to the supervision of the Trustees
of the Trust in a manner consistent with the Portfolio's investment objectives,
policies and limitations. The New Advisory Agreement also provides that WPG will
not be protected against any liability to the Portfolios or their shareholders
by reason of willful misfeasance, bad faith, or negligence on its part in the
performance of its duties or from reckless disregard by WPG of its obligations
or duties thereunder.
DURATION AND TERMINATION
If approved by shareholders at the Meeting, the New Advisory Agreement
would take effect upon the later to occur of (i) the obtaining of shareholder
approval or (ii) the closing of the Acquisition. The Trust has applied for
exemptive relief to permit WPG to serve as the Portfolios' investment adviser
under the New Advisory Agreement for a limited time after the consummation of
the Acquisition but prior to Shareholder approval of the New Advisory Agreement.
Unless terminated earlier, the New Advisory Agreement will continue in
effect for a period of two years from the date of effectiveness, and thereafter,
for periods of one year for so long as such continuance is specifically approved
at least annually (i) by the vote of the holders of a majority of the
outstanding voting securities of the Portfolio or by the Board of Trustees, and
(ii) by the vote of a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on such approval.
The New Advisory Agreement will terminate automatically in the event of
its assignment. The New Advisory Agreement is also terminable by WPG at any time
without penalty, on not more than 60 days' written notice by the Board of
Trustees or by vote of a majority of each Portfolio's outstanding voting
securities.
COMPENSATION
Under the New Advisory Agreement, the Portfolios will pay WPG a fee,
which is calculated and paid monthly, at the rate of .05% for the first $500
million, .04% for the next $500 million and .03% over $1 billion of the average
daily net assets of each Portfolio. For the Portfolios' fiscal year ended
December 31, 1997, WPG received compensation from the Portfolios for its
services to the Portfolios under the Current Advisory Agreement as follows:
<TABLE>
<CAPTION>
PORTFOLIO FEES PAID
<S> <C>
Tax Free $162,009
Institutional Tax Free $379,687
California Tax Exempt $174,141
Pennsylvania Tax Free $14,050
</TABLE>
9
<PAGE>
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE PORTFOLIOS VOTE FOR
APPROVAL OF THE NEW ADVISORY AGREEMENT WITH WPG.
ADMINISTRATOR
SEI Fund Resources ("Fund Resources") serves as Administrator of the
Portfolios pursuant to an administration agreement. The principal offices of
Fund Resources are located at One Freedom Valley Drive, Oaks, Pennsylvania
19456.
DISTRIBUTION
SEI Investments Distribution Co. (the "Distributor"), an affiliate of
Fund Resources, serves as Distributor of the Portfolios' shares pursuant to a
distribution agreement dated December 3, 1982. The principal offices at the
Distributor are located at One Freedom Valley Drive, Oaks, Pennsylvania 19456.
PORTFOLIO TRANSACTIONS
For the fiscal year ended August 31, 1997, the Trust did not pay any
brokerage commissions to affiliates.
5% SHAREHOLDERS
As of June 12, 1998, the following persons were the only persons who
were, to the knowledge of the Trust, beneficial owners of 5% or more of shares
of the Portfolios of the Trust voting at this Meeting:
<TABLE>
<CAPTION>
NAME AND ADDRESS PERCENTAGE OF
PORTFOLIO OF BENEFICIAL OWNER NUMBER OF SHARES PORTFOLIO SHARES
- ------------------------------------ ------------------------------------ ---------------------- ---------------------
<S> <C> <C> <C>
Institutional Tax Free Portfolio Fifth Third Bank 57,817,405.00 5.61%
38 Fountain Square
Cincinnati, OH 45263-001
Institutional Tax Free Portfolio Calhoun & Co. 64,990,800.38 6.31%
c/o Comerica Bank
P.O. Box 75000
Detroit, MI 48275-0001
Institutional Tax Free Portfolio Bank of America NT & SA 83,205,268.59 8.08%
P.O. Box 3577 Terminal Annex
Los Angeles, CA 90051-1577
Institutional Tax Free Portfolio First American National Bank 73,897,490.94 7.17%
800 First American Center
Nashville, TN 37237
10
<PAGE>
<CAPTION>
NAME AND ADDRESS PERCENTAGE OF
PORTFOLIO OF BENEFICIAL OWNER NUMBER OF SHARES PORTFOLIO SHARES
- ------------------------------------ ------------------------------------ ---------------------- ---------------------
<S> <C> <C> <C>
Institutional Tax Free Portfolio Whitcust & Co. 53,984,035.83 5.24%
c/o Whitney National Bank
228 St. Charles Avenue
New Orleans, LA 70130-2601
California Tax Exempt Portfolio Union Bank of California 27,916,582.92 5.55%
P.O. Box 109
San Diego, CA 92112-4103
California Tax Exempt Portfolio SEI Trust Company 3,578,929.63 7.12%
c/o SEI Corporation
P.O. Box 1100
Oaks, PA 19456-1100
California Tax Exempt Portfolio Bank of America NT & SA 9,303,269.49 18.51%
P.O. Box 3577 Terminal Annex
Los Angeles, CA 90051-1577
California Tax Exempt Portfolio SAFECO 4,764,872.85 9.48%
CA Tax Free Inc. Fund
1776 Heritage Drive
North Quincy, MA 02171-2119
California Tax Exempt Portfolio Southwest Securities 330,488,775.00 65.75%
Special Custodial Account for
Exclusive Benfit of out
Customers
P.O. Box 509002
Dallas, TX 75250-9002
California Tax Exempt Portfolio City National Bank AS 121,556,755.00 24.18%
Agent for Various Accounts
400 N. Roxbury Drive, 7th Floor
Beverly Hills, CA 90210-5021
Tax Free Portfolio NAIDOT & Co. 130,759,900.00 24.55%
c/o Bessemer Trust Company
630 Fifth Avenue
38th Floor
New York, NY 10111-0100
Tax Free Portfolio Vose & Co. 103,177,752.17 19.37%
159 E. Main Street
Rochester, NY 14604-1605
Tax Free Portfolio SEI Trust Company 38,936,955.45 7.31%
c/o SEI Corporation
P.O. Box 1100
Oaks, PA 19456-1100
Tax Free Portfolio Colorado State Bank of Denver 37,632,829.86 7.06%
P.O. Box 5945TA
Denver, CO 80217
11
<PAGE>
<CAPTION>
NAME AND ADDRESS PERCENTAGE OF
PORTFOLIO OF BENEFICIAL OWNER NUMBER OF SHARES PORTFOLIO SHARES
- ------------------------------------ ------------------------------------ ---------------------- ---------------------
<S> <C> <C> <C>
Tax Free Portfolio EAMCO 58,741,688.79 11.03%
c/o Riggs Bank NA
5700 Rivertech Court R5300
Riverdale, MD 20737-1250
Tax Free Portfolio Smith & Co. 50,107,416.00 9.41%
c/o First Security Bank of Utah
P.O. Box 30007
Salt Lake City, UT 84130-0007
Pennsylvania Tax Free Portfolio The Farmers Company 6,245,000.00 14.37%
c/o Farmers First Bank - Lititz
P.O. Box 1000
Lititz, PA 17543-7000
Pennsylvania Tax Free Portfolio The Fulton Company 33,072,843.83 76.11%
c/o Fulton Bank Trust Dept.
One Penn Square
Lancaster, PA 17602-2853
</TABLE>
The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust.
ADJOURNMENT
In the event that sufficient votes in favor of the Proposal set forth
in the Notice of the Special Meeting are not received by the time scheduled for
the Meeting, the persons named as proxies may propose one or more adjournments
of the Meeting for a period or periods of not more than 60 days in the aggregate
to permit further solicitation of proxies with respect to any of such Proposal.
Any such adjournment will require the affirmative vote of a majority of the
votes cast on the question in person or by proxy at the session of the Meeting
to be adjourned. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
Proposal. They will vote against any such adjournment those proxies required to
be voted against the Proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by WPG.
REQUIRED VOTE
Approval of the Proposal requires the affirmative vote of a majority of
the outstanding voting securities of a Portfolio. The 1940 Act defines "majority
of the outstanding voting securities" as the vote of (i) 67% or more of the
Portfolio's outstanding shares present at a meeting, if the holders of more than
50% of the outstanding shares of the Portfolio are present or represented by
proxy, or (ii) more than 50% of the Portfolio's outstanding shares, whichever is
less.
Abstentions and "broker non-votes" will not be counted for or against
any Proposal to which it relates, but will be counted for purposes of
determining whether a quorum is present. Abstentions will be counted as votes
present for purposes of determining a "majority of the outstanding voting
securities" present at the Meeting, and will therefore have the effect of
counting against the Proposal.
12
<PAGE>
SHAREHOLDER PROPOSALS
THE TRUST DOES NOT HOLD ANNUAL SHAREHOLDER MEETINGS. SHAREHOLDERS
WISHING TO SUBMIT PROPOSALS FOR INCLUSION IN A PROXY STATEMENT FOR A SUBSEQUENT
MEETING SHOULD SEND THEIR WRITTEN PROPOSALS TO THE SECRETARY OF THE TRUST C/O
SEI INVESTMENTS COMPANY, LEGAL DEPARTMENT, ONE FREEDOM VALLEY DRIVE, OAKS,
PENNSYLVANIA 19456.
REPORTS TO SHAREHOLDERS
THE TRUST WILL FURNISH, WITHOUT CHARGE, A COPY OF THE MOST RECENT
ANNUAL REPORT TO SHAREHOLDERS OF THE TRUST AND THE MOST RECENT SEMI-ANNUAL
REPORT SUCCEEDING SUCH ANNUAL REPORT, IF ANY, ON REQUEST. SHAREHOLDERS SHOULD
MAKE REQUESTS BY WRITING TO THE TRUST C/O FUND RESOURCES, AT ONE FREEDOM VALLEY
DRIVE, OAKS, PENNSYLVANIA 19456, OR BY CALLING 1-800-DIAL-SEI.
OTHER MATTERS
The Trustees know of no other business to be brought before the
Meeting. However, if any other matters properly come before the Meeting, proxies
which do not contain specific restrictions to the contrary will be voted on such
matters in accordance with the judgment of the persons named in the enclosed
form of proxy.
------------------------
SHAREHOLDERS ARE URGED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED, POSTAGE- PAID ENVELOPE.
13
<PAGE>
ANNEX A
INVESTMENT ADVISORY AGREEMENT
SEI TAX EXEMPT TRUST
AGREEMENT made this _____ day of _______, 1998 by and between SEI Tax
Exempt Trust, a Massachusetts business trust (the "Trust"), and Weiss, Peck &
Greer, L.L.C., a Delaware limited liability company (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares, each having its own
investment policies;
WHEREAS, the Trust has retained SEI Fund Management (the "Manager") to
provide administration of the Trust's operations, subject to the control of the
Board of Trustees; and
WHEREAS, the Trust and Weiss, Peck & Greer L.L.C. has agreed to provide
investment management services to the portfolios listed on the schedule(s)
attached to this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein, the
parties hereto agree as follows:
1. DUTIES OF THE ADVISER. The Trust employs the Adviser to manage
the investment and reinvestment of the assets, and to
continuously review, supervise, and administer the investment
program of the Portfolios, to determine in its discretion the
securities to be purchased or sold or exchanged and what
portion, if any of the assets of the Portfolios shall be held
uninvested and on behalf of the Portfolios, to make changes in
investments, to provide the Manager and the Trust with records
concerning the Adviser's activities which the Trust is
required to maintain, and to render regular reports to the
Manager and to the Trust's officers and Trustees concerning
the Adviser's discharge of the foregoing responsibilities.
The Adviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Trustees of the
Trust and in compliance with such policies as the Trustees may
from time to time establish, and in compliance with the
objectives, policies, and limitations for each such Portfolio
set forth in the Trust's prospectus and statement of
additional information as amended from time to time (the
"Prospectus"), and applicable laws and regulations.
The Adviser accepts such employment and agrees, at its own
expense, to render services and to provide office space,
furnishings and equipment and the personnel required by it to
perform the services on the terms and for the compensation
provided herein.
A-1
<PAGE>
2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select
the brokers or dealers that will execute the purchases and
sales of portfolio securities for the Portfolios and is
directed to use its best efforts to obtain the best net
results as described in the Trust's Prospectus. The Adviser
will promptly communicate to the manager and to the officers
and the Trustees of the Trust such information relating to
portfolio transactions as they may reasonably request.
3. COMPENSATION OF THE ADVISER. For the services to be rendered
by the Adviser as provided in Sections 1 and 2 of this
Agreement, the Trust shall pay to the Adviser compensation at
the rate specified in the schedule(s) which are attached
hereto and made a part of this Agreement. Such compensation
shall be paid to the Adviser at the end of each month, and
calculated by applying a daily rate, based on the annual
percentage rates as specified in the attached schedule(s) to
the assets. The fee shall be based on the average daily net
assets for the month involved.
All rights of compensation under this Agreement for services
performed as of or prior to the date of termination of this
Agreement shall survive such termination.
4. OTHER SERVICES. At the request of the Trust or the Manager,
the Adviser in its discretion may make available to the Trust
office facilities, equipment, personnel, and other services.
Such office facilities, equipment, personnel and services
shall be provided for or rendered by the Adviser and billed to
the Trust or the Manager at the Adviser's cost.
The fees payable to the Adviser under this Agreement shall be
paid into an interest-bearing escrow account in the event that
(i) the Securities and Exchange Commission issues an order
permitting the implementation of this Agreement prior to the
approval of this Agreement by the holders of "a majority of
the outstanding voting securities" (as defined in the 1940
Act) of the Trust and (ii) the holders of "a majority of the
outstanding voting securities" (as defined in the 1940 Act) of
the Trust have not voted to approve this Agreement by the date
of the closing of the acquisition by Robeco Groep N.V. of the
outstanding equity interests of the Investment Adviser. If
such approval has subsequently been obtained by October 31,
1998, the fees paid by the Trust into the escrow account (and
interest thereon) shall be paid to the Adviser. If such
approval has not been obtained by October 31, 1998, this
Agreement shall terminate and the fees paid by the Trust into
the escrow account (and interest thereon) shall be paid to the
Trust.
5. REPORTS. The Trust and the Adviser agree to furnish to each
other, if applicable, current Prospectuses, proxy statements,
reports to shareholders, certified copies of their financial
statements, and such other information with regard to their
affairs as each may reasonably request.
6. STATUS OF THE ADVISER. The services of the Adviser to the
Trust are not to be deemed exclusive, and the Adviser shall be
free to render similar services to others so long as its
services to the Trust are not impaired thereby. The Adviser
shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided
A-2
<PAGE>
or authorized, have no authority to act for or represent the
Trust in any way or otherwise be deemed an agent of the Trust.
7. CERTAIN RECORDS. Any records required to be maintained and
preserved pursuant to the provisions of Rule 31a-1 and Rule
31a-2 promulgated under the 1940 Act which are prepared or
maintained by the Adviser on behalf of the Trust are the
property of the Trust and will be surrendered promptly to the
Trust on request.
8. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser shall not
be liable for any error of judgment or mistake of law or for
any loss suffered by the Manager, the Trust, or any portfolio
in connection with the matters to which this Agreement
relates, provided however that no provision of this Agreement
shall be deemed to protect the Adviser against any liability
to the Trust or its shareholders to which it might otherwise
be subject by willful misfeasance, bad faith or gross
negligence in the performance of its duties or reckless
disregard of its obligations under this Agreement.
9. PERMISSIBLE INTERESTS. Trustees, agents, and shareholders of
the Trust are or may be interested in the Adviser (or any
successor thereof) as directors, partners, officers, or
shareholders, or otherwise; directors, partners, officers,
agents, and shareholders of the Adviser are or may be
interested in the Trust as Trustees, shareholders or
otherwise; and the Adviser (or any successor) thereof is or
may be interested in the Trust as a shareholder or otherwise.
10. DURATION AND TERMINATION. Except as provided herein, this
Agreement, unless sooner terminated as provided herein, shall
continue in effect until _______, 2000; thereafter, it shall
continue in effect for periods of one year so long as such
continuance thereafter is specifically approved at least
annually (a) by the vote of a majority of those Trustees of
the Trust who are not parties to this Agreement or interested
persons of any such party, cast in person at a meeting called
for the purpose of voting on such approval, and (b) by the
Trustees of the Trust or by vote of a majority of the
outstanding voting securities of each Portfolio; provided,
however, that if the shareholders of any Portfolio fail to
approve the Agreement as provided herein, the Adviser may
continue to serve hereunder in the manner and to the extent
permitted by the 1940 Act and rules and regulations
thereunder. The foregoing requirement that continuance of this
Agreement be "specifically approved at least annually" shall
be construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
This Agreement may be terminated as to any Portfolio at any
time, without the payment of any penalty by vote of a majority
of the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of the Portfolio on not less
than 30 days' nor more than 60 days' written notice to the
Adviser, or by the Adviser at any time without the payment of
any penalty, on 90 days' written notice to the Trust. This
Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall
be given in writing, addressed and delivered, or mailed
postpaid, to the other party at the following address:
A-3
<PAGE>
To the Trust: c/o SEI Investments Management Corporation
One Freedom Valley Drive
Oaks, PA 19456
To the Adviser: One New York Plaza
New York, NY 10004-1950
As used in this Section 10, the terms "assignment,"
"interested persons," and a "vote of a majority of the
outstanding voting securities" shall have the respective
meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission under said
Act.
11. GOVERNING LAW. This Agreement shall be governed by the
internal laws of the Commonwealth of Massachusetts, without
regard to conflict of law principles; provided, however, that
nothing herein shall be construed as being inconsistent with
the 1940 Act.
12. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be
affected thereby.
A copy of the Agreement and Declaration of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Trust as Trustees,
and is not binding upon any of the Trustees, officers, or shareholders of the
Trust individually but binding only upon the assets and property of the Trust.
No portfolio of the Trust shall be liable for the obligations of any other
portfolio of the Trust. Without limiting the generality of the foregoing, the
Adviser shall look only to the assets of the Portfolios for payment of fees for
services rendered to the Portfolios.
A-4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
SEI TAX EXEMPT TRUST WEISS, PECK & GREER, L.L.C.
By: _______________________ By: ____________________________
Name: _____________________ Name: __________________________
Attest: ___________________ Attest: ________________________
Name: _____________________ Name: __________________________
A-5
<PAGE>
SCHEDULE DATED _________________, 1998
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED _____________, 1998
BETWEEN
SEI TAX EXEMPT TRUST
AND
WEISS, PECK & GREER, L.L.C.
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Tax Free Portfolio
Institutional Tax Free Portfolio
Pennsylvania Tax Free Portfolio
California Tax Exempt Portfolio
<TABLE>
<CAPTION>
Net Asset Value Annual Fee
- --------------- ----------
<S> <C>
Up to $500,000,000 .05%
Next $500,000,000 .04%
Over $1,000,000,000 .03%
</TABLE>
The fees for the Tax Free, Institutional Tax Free, Pennsylvania Tax Free and
California Tax Exempt Portfolios shall be calculated by aggregating the assets
of the four portfolios, applying the above fee schedule and then allocating the
fee to each of those portfolios based upon their relative net assets.
A-6
<PAGE>
ANNEX B
INFORMATION REGARDING THE MANAGING DIRECTORS OF WPG
Positions
Name* With Wpg*
------------------ -----------------
Samuel H. Armacost Managing Director
Annette Bianchi Managing Director
Mitchell E. Cantor Managing Director
Daniel J. Cardell Managing Director
Don W. Ceglar Managing Director
Gill Cogan Managing Director
Douglas L. Di Pasquale Managing Director
Ellen M. Feeney Managing Director
Janet Fiorenza Managing Director
Margery Z. Flicker Managing Director
Philip Greer Senior Managing Director
Ronald M. Hoffner Managing Director
James W. Kiley Managing Director
A. Roy Knutsen Managing Director
Alan D. Kohn Managing Director
Wesley W. Lang, Jr. Managing Director
Marvin B. Markowitz Managing Director
Howard G. Mattsson Managing Director
Jay C. Nadel Managing Director
Peter B. Pfister Managing Director
Richard S. Pollack Managing Director
Steven Pomerantz Managing Director
McGehee Porter Managing Director
Stuart W. Porter Managing Director
Francis H. Powers Managing Director
R. Scott Richter Managing Director
Nelson Schaenen, Jr. Managing Director
Christopher J. Schaepe Managing Director
James S. Schainuck Managing Director
Adam Starr Managing Director
Daniel S. Vandivort Managing Director
Roger J. Weiss Senior Managing Director
Stephen H. Weiss Chairman of the Executive Committee/
Senior Managing Director
Craig S. Whiting Managing Director
Laurence G. Zuriff Managing Director
Hugh S. Zurkuhlen Managing Director
- ------------
B-1
<PAGE>
* The principal business address of each Managing Director of WPG is One New
York Plaza, New York, New York 10004. The principal occupation of each
Managing Director of WPG is serving in that capacity to WPG.
B-2
<PAGE>
ANNEX C
OTHER SIMILAR INVESTMENT COMPANIES FOR WHICH
WPG SERVES AS ADVISER OR SUBADVISER
<TABLE>
<CAPTION>
NET ASSETS (AS OF 12/31/97)
INVESTMENT COMPANY (000'S OMITTED) ADVISORY FEE RATE
- ------------------------------------- --------------- --------------------------------
<S> <C> <C>
Frank Russell Investment Company $130,060 0.01% assets under $100 million
Tax Free Money Market Fund 0.05% next $100 million
0.03% over $200 million
Expedition Tax Free Money Market Fund -0- 0.075% assets < $150 million
0.05% next $350 million
0.04% next $500 million
0.03% over $1 billion
WPG Tax Free Money Market Fund $130,083 0.50% of net assets up to $500
million
0.45% of net assets from $500
million to $1 billion
0.40% of net assets from $1
billion to $1.5 billion
0.35% of net assets in excess
of $1.5 billion
WPG Intermediate Municipal Bond Fund $23,508 0.00% of average daily net
assets while net assets are
less than $17 million
0.50% of average daily net
assets while net assets are $17
million or more
</TABLE>
C-1
<PAGE>
SEI TAX EXEMPT TRUST
TAX FREE PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 29, 1998
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints Kevin P. Robins, Joseph O'Donnell and Cynthia Parrish as
proxies and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Tax Free Portfolio (the "Portfolio") of
SEI Tax Exempt Trust (the "Trust"), to be held in the offices of the Trust, 1
Freedom Valley Drive, Oaks, Pennsylvania 19456 on July 29, 1998, at 3:30 p.m.,
local time, and any adjournments or postponements thereof (the "Meeting") all
shares of said Trust that the undersigned would be entitled to vote if
personally present at the Meeting ("Shares") on the proposal set forth below
respecting the approval of a new advisory agreement between the Trust, on behalf
of the Portfolio, and Weiss, Peck & Greer, L.L.C. relating to the management of
the assets of the Portfolio and, in accordance with their own discretion, on any
other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
Vote On Proposal
1. To approve a new advisory agreement between the Trust, on behalf of the Tax
Free Portfolio, and Weiss, Peck & Greer, L.L.C. relating to the management
of the assets of the Portfolio.
For Against Abstain
---- ---- ----
<PAGE>
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, directors or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1998 ---------------------------------
----------------- Signature of Shareholder
---------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
SEI TAX EXEMPT TRUST
INSTITUTIONAL TAX FREE PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 29, 1998
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints Kevin P. Robins, Joseph O'Donnell and Cynthia Parrish as
proxies and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Institutional Tax Free Portfolio (the
"Portfolio") of SEI Tax Exempt Trust (the "Trust"), to be held in the offices of
the Trust, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456 on July 29, 1998, at
3:30 p.m., local time, and any adjournments or postponements thereof (the
"Meeting") all shares of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below respecting the approval of a new advisory agreement between the Trust, on
behalf of the Portfolio, and Weiss, Peck & Greer, L.L.C. relating to the
management of the assets of the Portfolio and, in accordance with their own
discretion, on any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
Vote On Proposal
1. To approve a new advisory agreement between the Trust, on behalf of the
Institutional Tax Free Portfolio, and Weiss, Peck & Greer, L.L.C. relating
to the management of the assets of the Portfolio.
For Against Abstain
---- ---- ----
<PAGE>
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, directors or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1998 ---------------------------------
----------------- Signature of Shareholder
---------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
SEI TAX EXEMPT TRUST
CALIFORNIA TAX EXEMPT PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 29, 1998
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints Kevin P. Robins, Joseph O'Donnell and Cynthia Parrish as
proxies and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the California Tax Exempt Portfolio (the
"Portfolio") of SEI Tax Exempt Trust (the "Trust"), to be held in the offices of
the Trust, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456 on July 29, 1998, at
3:30 p.m., local time, and any adjournments or postponements thereof (the
"Meeting") all shares of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below respecting the approval of a new advisory agreement between the Trust, on
behalf of the Portfolio, and Weiss, Peck & Greer, L.L.C. relating to the
management of the assets of the Portfolio and, in accordance with their own
discretion, on any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
Vote On Proposal
1. To approve a new advisory agreement between the Trust, on behalf of the
California Tax Exempt Portfolio, and Weiss, Peck & Greer, L.L.C. relating
to the management of the assets of the Portfolio.
For Against Abstain
---- ---- ----
<PAGE>
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, directors or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1998 ---------------------------------
----------------- Signature of Shareholder
---------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
<PAGE>
SEI TAX EXEMPT TRUST
PENNSYLVANIA TAX FREE PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES FOR
THE SPECIAL MEETING OF SHAREHOLDERS, JULY 29, 1998
The undersigned, revoking previous proxies with respect to the Shares (defined
below), hereby appoints Kevin P. Robins, Joseph O'Donnell and Cynthia Parrish as
proxies and each of them, each with full power of substitution, to vote at the
Special Meeting of Shareholders of the Pennsylvania Tax Free Portfolio (the
"Portfolio") of SEI Tax Exempt Trust (the "Trust"), to be held in the offices of
the Trust, 1 Freedom Valley Drive, Oaks, Pennsylvania 19456 on July 29, 1998, at
3:30 p.m., local time, and any adjournments or postponements thereof (the
"Meeting") all shares of said Trust that the undersigned would be entitled to
vote if personally present at the Meeting ("Shares") on the proposal set forth
below respecting the approval of a new advisory agreement between the Trust, on
behalf of the Portfolio, and Weiss, Peck & Greer, L.L.C. relating to the
management of the assets of the Portfolio and, in accordance with their own
discretion, on any other matters properly brought before the Meeting.
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE "FOR" THE PROPOSAL TO:
Vote On Proposal
1. To approve a new advisory agreement between the Trust, on behalf of the
Pennsylvania Tax Free Portfolio, and Weiss, Peck & Greer, L.L.C. relating
to the management of the assets of the Portfolio.
For Against Abstain
---- ---- ----
<PAGE>
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED HEREIN BY THE
SIGNING SHAREHOLDER. IF NO CONTRARY DIRECTION IS GIVEN WHEN THE DULY EXECUTED
PROXY IS RETURNED, THIS PROXY WILL BE VOTED FOR THE FOREGOING PROPOSAL AND WILL
BE VOTED IN THE APPOINTED PROXIES' DISCRETION UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
The undersigned acknowledges receipt with this proxy of a copy of the Notice of
Special Meeting and the Proxy Statement of the Board of Trustees. Your
signature(s) on this proxy should be exactly as your name(s) appear on this
Proxy. If the shares are held jointly, each holder should sign this Proxy.
Attorneys-in-fact, executors, administrators, directors or guardians should
indicate the full title and capacity in which they are signing.
Dated: , 1998 ---------------------------------
----------------- Signature of Shareholder
---------------------------------
Signature (Joint owners)
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN
PERSON IF YOU DO ATTEND.
