FORM OF
                                   SCHEDULE B
                                     TO THE
                          INVESTMENT ADVISORY AGREEMENT
                                     BETWEEN
                              SEI TAX EXEMPT TRUST
                                       AND
                     SEI INVESTMENTS MANAGEMENT CORPORATION



         This Schedule B forms a supplement to the Investment Advisory Agreement
(the "Agreement") dated April 16, 1996 between SEI Tax Exempt Trust (the
"Trust") and SEI Investments Management Corporation, f/k/a SEI Financial
Management Corporation (the "Adviser").

                                    RECITALS

         WHEREAS, the Trust and the Adviser entered into the Agreement, which
sets forth the rights and obligations of the parties pertaining to the
management of separate portfolios of the Trust managed by the Adviser;

         WHEREAS, the Trust offers an investment portfolio: Pennsylvania
Municipal Bond Fund (the "Fund"), and has approved of the Adviser's management
of the Fund as a "manager of managers," in accordance with the Agreement; and

         WHEREAS, at the shareholder meeting held on August 29, 2000, the
shareholders of the Fund approved the Agreement with respect to the Adviser's
management of the Fund.

                                   AGREEMENTS

         Now, therefore, the parties agree as follows:

         The Trust hereby appoints the Adviser to act as investment adviser to
the Fund as provided in Section 1 of the Agreement. In making the Agreement
applicable with respect to the Fund, the Agreement is being entered into
severally and not jointly, as it pertains to the respective funds of the Trust,
and the Trust and the Adviser intend that the numbered provisions contained in
the Agreement be understood as applying separately to the Fund as if contained
in, and forming, a separate agreement.

         The compensation of the Adviser, determined as set forth in Article 4
of the Agreement with respect to the Fund, will be 0.35%.

         The date of this Schedule B is August 29, 2000, which shall be deemed
the date upon which the Agreement has been executed with respect to the Fund.



A copy of the Declaration of Trust of the Trust is on file with the Secretary of
State 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 is binding only upon the assets and property of the Trust.

         This Schedule B may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

         The parties listed below have executed this Schedule B as of the 29th
day of August, 2000.





IN WITNESS WHEREOF, the parties hereto have caused this Schedule to be executed
as of August 29, 2000.

SEI Tax Exempt Trust                      SEI Investments Management Corporation

By:                                       By:
   -----------------                         ------------------

Attest:                                   Attest:
       -------------                             --------------


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