DISTRIBUTION AGREEMENT
THIS AGREEMENT is made this 3rd day of December , 1982, between
TrustFunds Tax Exempt Trust, a Massachusetts business trust ("Trust"), and SEI
Financial Services Company, a Pennsylvania corporation ("Distributor").
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Trust and Distributor hereby agree as follows:
1. SALE OF UNITS. The Trust grants to the Distributor the right to sell
units of the Trust, as agent and on behalf of the Trust, during the term of this
Agreement and subject to the registration requirements of the Securities Act of
1933, as amended (the "Act"), and of the laws governing the sale of securities
in the various states ("Blue Sky laws").
2. SALE OF UNITS BY THE TRUST. The rights granted to the Distributor
shall be nonexclusive, and the Trust reserves the right to sell its units
directly to investors on applications received and processed by the Trust's
Transfer Agent.
3. SOLICITATION OF SALES In consideration of these rights granted to
the Distributor, the Distributor agrees to use all reasonable efforts,
consistent with its other business, to obtain purchasers for shares of the
Trust, provided, however, that the Distributor shall not be prevented from
entering into like arrangements with other issuers. The provisions of this
paragraph do not obligate the Distributor to register as a broker or dealer
under the Blue Sky laws of any jurisdiction which it determines would be
unreasonable to do so or to maintain its registration in any jurisdiction in
which it is now registered.
4. AUTHORIZED REPRESENTATIONS. The Distributor is not authorized by the
Trust to give any information or to make any representations other than those
contained in the appropriate registration statements or prospectuses filed
with the Securities and Exchange Commission under the Act (as these
registration statements and prospectuses may be amended from time to time), or
contained in unitholder reports or other material that may be prepared by or on
behalf of the Trust for the Distributor's use. The Distributor may prepare and
distribute sales literature and any material as it may deem appropriate,
provided it has been cleared with the Trust.
5. PORTFOLIO SECURITIES. Portfolio securities of the Trust may not be
bought or sold by or through the Distributor.
6. REGISTRATION OF SHARES. The Trust agrees that it will take all action
necessary to register shares under the Act so that there will be available for
sale the number of units the Distributor may reasonably be expected to sell.
The Trust shall make available to the Distributor such number of copies of its
currently effective prospectus as the Distributor may reasonably request. The
Trust shall furnish to the Distributor copies of all information, financial
statements and other papers which the Distributor may reasonably request for use
in connection with the distribution of units of the Trust.
7. EXPENSES. The Trust shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration statement
and prospectus under the 1933 Act and amendments for the issue of its units,
(b) of preparing, setting in type, printing and mailing any report or other
communication to unitholders of the Trust in their capacity as such, and (c) of
preparing, setting in type, printing and mailing prospectuses sent annually to
existing unitholders. To the extent provided in the Trust's annual budget under
its Distribution Plan, the
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Trust shall reimburse the Distributor for (i) costs of prospectuses, reports to
unitholders, sales literature and other materials for potential investors, (ii)
costs of complying with state and foreign securities laws pertaining to the
distribution of units, (iii) advertising, and (iv) expenses incurred in selling
units. To the extent not so provided, the Distributor shall pay expenses of (x)
any supplemental sales literature used by the Distributor in connection with
such offering, and (y) advertising in connection with such offering.
8. INDEMNIFICATION. The Trust agrees to indemnify and hold harmless the
Distributor and each of its directors and officers and each person, if any, who
controls the Distributor within the meaning of Section 15 of the Act against any
loss, liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages, or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any person acquiring any shares, based upon the ground that the
registration statement, prospectus, unitholder reports or other information
filed or made public by the Trust (as from time to time amended), included an
untrue statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading.
However, the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in reliance upon,
and in conformity with, information furnished to the Trust by or on behalf of
the Distributor. In no case (i) is the indemnity of the Trust in favor of the
Distributor or any person indemnified to be deemed to protect the Distributor or
any person against any liability to the Trust or its unitholders to which the
Distributor or such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its
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obligations and duties under this Agreement, or (ii) is the Trust to be liable
under its indemnity agreement contained in this paragraph with respect to any
claim made against the Distributor or any person indemnified unless the
Distributor or any person shall have notified the Trust in writing of the claim
within a reasonable time after the summons or other first written notification
giving information of the nature of the claim shall have been served upon the
Distributor or any person(or after the Distributor or the person shall have
received notice of service on any designated agent). However, failure to notify
the Trust of any claim shall not relieve the Trust from any liability which it
may have to the Distributor or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust shall be entitled to in the defense, or, if it elects, to
assume the defense of any suit brought to enforce any claims, but if the Trust
elects to assume the defense, the defense shall be conducted by counsel chosen
by it and satisfactory to the Distributor or person or persons, defendant or
defendants in the suit. In the event the Trust elects to assume the defense of
any suit and retain counsel, the Distributor, officers or directors or
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them. If the Trust
does not elect to assume the defense of any suit, it will reimburse the
Distributor, officers or directors or controlling person or persons, defendant
or defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Trust agrees to notify the Distributor promptly of the
commencement of any litigation or proceedings against it or any of its officers
or Trustees in connection with the issuance or sale of any of the shares.
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The Distributor also covenants and agrees that it will indemnify and hold
harmless the Trust and each of its Trustees and officers and each person, if
any, who controls the Trust within the-meaning of Section 15 of the Act, against
any loss, liability, damages, claim or expense(including the reasonable cost of
investigating or defending any alleged loss, liability, damages, claim or
expense and (including the reasonable cost of investigating or defending any
alleged loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring any
shares, based upon the Act or any other statute or common law, alleging any
wrongful act of the Distribution or any of its employees or alleging that the
registration statement, prospectus, unitholder reports or other information
filed or made public by the Trust (as from time to time amended), included an
untrue statement of a material fact or omitted to state material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Trust by or on behalf of the
Distributor. In no case (i) is the indemnity of the Distributor in favor of the
Trust or any person indemnified to be deemed to protect the Trust or any person
against any liability to which the Trust or such person would otherwise be
subject by reason of wilful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Distributor to be
liable under its indemnity agreement contained in this paragraph with respect to
any claim made against the Trustor any person indemnified unless the Trust or
person, as the case may be, shall have notified the Distributor in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the infraction shall have been served upon
the Trust or
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any person (or after the Trust or such person shall have received notice of
service on any designated agent). However, failure to notify the Distributor of
any claim shall not relieve the Distributor from any liability which it may
have to the Trust or any person against whom the action is brought otherwise
than on account of its indemnity agreement contained in this paragraph. In the
case of any notice to the Distributor, it shall be entitled to participate, at
its own expense, in the defense or, if it so elects, to assume the defense of
any suit brought to enforce the claim, but if the Distributor elects to assume
the defense, the defense shall be conducted by counsel chosen by it and
satisfactory to the Trust, to its officers and Trustees and to any controlling
person or persons, defendant or defendants in the suit. In the event that the
Distributor elects to assume the defense of any suit and retain counsel, the
Trust or controlling persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them. If the
Distributor does not elect to assume the defense of any suit, it will reimburse
the Trust, officers and Trustees or controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Distributor agrees to notify the Trust promptly of the
commencement of any litigation or of any of the units.
9. EFFECTIVE DATE. This Agreement shall be effective upon its execution
or upon such later date as shall be agreed upon by the President of the Trust
and the President of the Distributor, and unless terminated as provided, shall
continue in force for two (2) years from the date of its execution and
thereafter from year to year, provided continuance after the two (2) year period
is approved by (i) either the vote of a majority of the Trustees of the Trust or
the vote of a majority of the outstanding voting securities of the Trust, and
(ii) the vote of a majority of those
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Trustees of the Trust who are not parties to this Agreement or interested
persons of any party, case in person at a meeting called for the purpose of
voting on the approval. This Agreement shall automatically terminate, in the
event of its assignment. As used in this paragraph the terms "vote of a
majority of the outstanding voting securities," "assignment," and "interested
person," shall have the respective meanings specified in the Investment Company
Act of 1940 as now in effect or as hereafter amended. In addition to
termination by failure to approve continuance or by assignment, this Agreement
may at any time be terminated by either party upon not less than sixty days
prior written notice to the other party.
10. NOTICES. Any notice required or permitted shall be deemed sufficient
if sent by the party giving notice to the other party at the last address
furnished by the other party to the party giving notice: if to the Trust, at ▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, and if to the Distributor, at ▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
11. LIMITATION OF LIABILITY. 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 Agreement is executed on
behalf of the Trustees of the Trust as Trustees, and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or unitholders of the Trust individually but binding only upon the
assets and property of the Trust.
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IN WITNESS, the Trust and Distributor have each duly executed this
Agreement, as of the day and year above written.
TRUSTFUNDS TAX EXEMPT TRUST
Attest: /s/ ▇▇▇▇▇ ▇▇▇ Dougall By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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Secretary
SEI FINANCIAL SERVICES COMPANY
Attest: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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Secretary
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SEI Tax Exempt Trust
SUPPLEMENT DATED MAY 10, 1989 TO THE
DISTRIBUTION AGREEMENT DATED DECEMBER 3, 1982
WHEREAS SEI Tax Exempt Trust (the "Trust") has been authorized to issue
Class B units of beneficial interest("Units") for certain portfolios of the
Trust;
WHEREAS the Trust has authorized the distribution of Class B Units by SEI
Financial Services Company ("SFS") in accordance with the terms of the
Distribution Agreement between the Trust and SFS dated December 3, 1982 (the
"Agreement");
WHEREAS the Trust and SFS wish to clarify the level of payments to be made
by the Trust to SFS in connection with the distribution of Class B units;
NOW THEREFORE, THE Trust and SFS hereby agree that the Agreement is hereby
supplemented as follows:
l. In addition to the reimbursement of expenses by the Trust to SFS as
provided for by Section 7 of the Agreement, the Trust shall also make monthly
payments to SFS on an annualized basis equal to .30% of the daily net assets of
all Class B units issued and outstanding.
2. The payments provided by paragraph 1 immediately above are in addition
to, and not in lieu of, any other payments provided for by the Agreement.
3. The payments provided by paragraph 1 immediately above shall be used
by SFS in whole or in part to reimburse Class B unitholders which provide
administrative services to their clients relating to the Trust.
SEI Tax Exempt Trust
By: signed- signature illegible
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Vice President
SEI Financial Services Company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Vice President