CERTAIN PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION. THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE COMMISSION AS PART OF A REQUEST FOR CONFIDENTIAL TREATMENT. (SEC...
Exhibit 99.1
CERTAIN PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING BASED ON A
REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION. THE
NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE COMMISSION AS PART OF A
REQUEST FOR CONFIDENTIAL TREATMENT. (SEC STAFF BULLETIN No. 1, ITEM II.D.5.)
REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE COMMISSION. THE
NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE COMMISSION AS PART OF A
REQUEST FOR CONFIDENTIAL TREATMENT. (SEC STAFF BULLETIN No. 1, ITEM II.D.5.)
MATERIAL OMITTED FROM THE PUBLIC FILING IS SHOWN AS ASTERISKED (e.g. ****)
AMENDED AND RESTATED SERVICES AGREEMENT
This Amendment and Restated Services Agreement (this “Agreement”), dated as of October 24,
2011 (the “Effective Date”), is made by and between Rockland Trust Company, having its
principal place of business at 0 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxxx 00000 (“Customer”),
and SEI Private Trust Company, having its principal place of business at Xxx Xxxxxxx Xxxxxx Xxxxx,
Xxxx, Xxxxxxxxxxxx 00000 (“SEI Trust”).
WHEREAS, SEI Trust and Customer are parties to a Trust Services and Custody Agreement, dated as of
March 14, 2003, as amended (“Original TSCA Agreement”);
WHEREAS, SEI Trust (as assignee of SEI Global Services, Inc.) and Customer are parties to a certain
Master Strataquest and Investment Management Station License and Services Agreement dated as of
March 14, 2003, as amended (“Original Strataquest Agreement”);
WHEREAS, SEI Trust and Customer desire to amend and restate the Original TSCA Agreement in its
entirety via this Agreement, effective as of the Effective Date, and by executing this Agreement
SEI Trust and Customer hereby agree that such Original TSCA Agreement is amended and restated in
its entirety via this Agreement as of the Effective Date;
WHEREAS, SEI Trust and Customer desire to amend and replace the Original Strataquest Agreement in
its entirety, via this Agreement, effective as of the Effective Date; and by executing this
Agreement, SEI Trust and Customer hereby agree that such Original Strataquest Agreement is amended
and replaced in its entirety, via this Agreement, effective as of the Effective Date; and
WHEREAS, Customer desires to obtain custodial services and certain other products and services from
SEI Trust as more fully set forth herein, and SEI Trust desires to provide such custodial services
and certain other products and services as more fully set forth herein.
NOW, THEREFORE, in consideration of the premises, covenants and representations contained herein,
the sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties
agree as follows:
SECTION 1 — DEFINITIONS
1.01. For the purposes of this Agreement, capitalized terms used in this Agreement shall
have the respective meanings set forth in Exhibit A or elsewhere in this Agreement.
SECTION 2 — SERVICES AND PRODUCTS PROVIDED
2.01. Services. In accordance with the provisions of this Agreement, SEI Trust
shall provide to Customer, and Customer shall purchase and use, the Services with respect to
all of the Accounts.
2.02. Licensed Products. SEI Trust hereby grants to Customer a non-exclusive,
personal, revocable, limited license, during the Term, to use the Licensed Products solely
in connection with providing Services to the Accounts. Except as otherwise may be set forth
in Exhibit I, Customer shall not sublicense, assign, lease, distribute or otherwise
transfer the Licensed Products or Customer’s right to use the Licensed Products to any other
Person. Additional provisions applicable to the Licensed Products are set forth in
Exhibit I. If SEI Trust implements a System to replace the Trust3000 System to
support the Services provided under this Agreement, and requires Customer to convert its
Accounts to such System in order to
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continue to receive such Services under this Agreement, SEI Trust: (a) shall provide
Customer written notice at least two years in advance of the date it will require such
conversion; and (b) shall not charge Customer any conversion fees to convert such Accounts
onto such replacement system.
SECTION 3 — Term of Agreement
3.01. Initial Term. The initial term of this Agreement will commence as of the
Effective Date and shall continue until and including February 28, 2018 (“Initial Term”).
Customer or SEI Trust may elect to terminate this Agreement on the last day of the Initial
Term or any Renewal Term by notifying the other party in writing, not less than one hundred
eighty (180) days prior to the end of the then current term.
3.02. Renewal Term. This Agreement will automatically remain in full force and
effect for succeeding three year renewable terms thereafter, unless the Agreement is
terminated as provided in Section 3.03 hereof.
3.03. Termination.
(a) Termination for Convenience. Customer may terminate this Agreement in
its discretion in accordance with the terms and conditions of this Section 3.03(a)
(hereafter, a “Termination for Convenience”). In order to exercise its right
of Termination for Convenience (i) Customer shall give written notice of exercise to
SEI Trust, which notice shall specify an effective date of the Termination for
Convenience, which date shall not be less than one hundred eighty days after the date
that SEI Trust receives such notice of exercise, (ii) Customer shall not be in material
breach of this Agreement at the time it gives such notice of exercise or immediately
prior to or on the effective date of the Termination for Convenience and (iii) Customer
shall pay to SEI Trust (x) at the same time that Customer gives SEI Trust its notice of
exercise, an amount equal to fifty percent of the Buyout Amount (defined below), and
(y) at least thirty days before the effective date of the Termination for Convenience,
an amount equal to fifty percent of the Buyout Amount. “Buyout Amount” means
the amount calculated pursuant to the following steps:
(1) The sum of:
(a) the monthly average of the Fees that Customer is or was obligated to pay
(either under this Agreement or the Original TSCA Agreement) with respect to each of
the six full calendar months immediately prior to the date of SEI Trust’s receipt of
Customer’s notice of termination; plus
(b) the monthly average (calculated as set forth in subsection (1)(a) above of
all other amounts due from Customer with respect to any other agreements or
arrangements between Customer and SEI Trust or an Affiliate of SEI Trust relating to
the Accounts, as of the date of notice of termination;
(2) multiplied by the number of full and partial months remaining from the
effective date of termination to the end of the then existing term (including any
Renewal Term to which the parties have then committed).
(3) The dollar amount determined by multiplying subsection (1) by subsection (2)
above shall be discounted for the time value of money for the period of time commencing
at the time of payment of the amounts described in this Section 3.03(a), until the end
of the then existing term of this Agreement (including any Renewal Term to which the
parties have then committed), at an interest rate equal to the Latest “One-Year LIBOR”
Rate set forth in the “Money Rates” table in The Wall Street Journal as of the date
immediately prior to the date of SEI Trust’s receipt of Customer’s notice of exercise
of its Termination for Convenience (the “Initial Dollar Amount”). The Initial Dollar
Amount shall then be multiplied by the applicable percentage set forth below. The
product so determined shall be the Buyout Amount. If Customer gives notice of its
exercise of its right of Termination for Convenience:
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| During the 1st Contract Year of the Initial Term | Initial Dollar Amount X ***%= Buyout Amount | |||
| During the 2nd Contract Year of the Initial Term | Initial Dollar Amount X ***%= Buyout Amount | |||
| During the 3rd Contract Year of the Initial Term | Initial Dollar Amount X ***%= Buyout Amount | |||
| During the 4th Contract Year of the Initial Term | Initial Dollar Amount X ***%= Buyout Amount | |||
| During the 5th Contract Year of the Initial Term | Initial Dollar Amount X ***%= Buyout Amount | |||
| During the 1st Contract Year of any Renewal Term | Initial Dollar Amount X ***%= Buyout Amount | |||
| During the 2nd Contract Year of any Renewal Term | Initial Dollar Amount X ***%= Buyout Amount |
During the 3rd Contract Year of any Renewal Term and beyond: Initial Dollar Amount X
***%= Buyout Amount
(b) Termination for Cause.
| (1) | Customer may terminate this Agreement in the event that (i) either (a) a material breach by SEI Trust in the performance of its obligations under this Agreement occurs and is continuing that results in Customer experiencing a material deprivation of services under this Agreement or (b) as a result of any material breach by SEI Trust in the performance of its obligations under this Agreement, any government regulator with jurisdiction over Customer directs Customer, in writing, to terminate this Agreement as a result of such breach and (ii) SEI Trust fails to cure any such breach identified in part (i) within ninety days after SEI Trust’s receipt of Customer’s written notice of such breach, which notice shall set forth in reasonable detail the nature of such alleged breach. | ||
| (2) | SEI Trust may terminate this Agreement in the event that Customer fails to pay the Fees when due under this Agreement and Customer fails to cure such breach within thirty days after Customer’s receipt of SEI Trust’s written notice of such failure, which notice shall set forth in reasonable detail the nature of such alleged failure. In addition, SEI Trust may terminate this Agreement in the event Customer materially breaches this Agreement (other than a breach of its payment obligations, which is covered by the previous sentence) and fails to cure such breach within ninety days after Customer’s receipt of SEI Trust’s written notice of breach which notice shall set forth in reasonable details the nature of such alleged breach. If SEI Trust terminates this Agreement pursuant to this Section 3.03(b)(2), Customer shall be obligated to pay to SEI Trust an amount equal to the Buyout Amount that would have been owed SEI Trust had Customer terminated this Agreement pursuant to Section 3.03(a). |
3.04. Obligations upon Termination of Agreement. In addition to any other amounts
payable under this Agreement, including, without limitation, any applicable Buyout Amount,
upon any expiration or other termination of this Agreement, Customer shall pay SEI Trust (a)
the amounts set forth in this Section 3 and any Deconversion plan, agreement or exhibit, (b)
any termination or other charges necessarily incurred by SEI Trust with respect to any
Special Third Party Services, and (c) any Fees with respect to the period prior to the
expiration or other termination of this Agreement whether or not Customer has received an
invoice for such Fees prior to the expiration or other termination of this Agreement. Set
forth in Exhibit L to this Agreement are the standard deconversion services available to
Customer, and the terms under which SEI Trust would provide such services.
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SECTION 4 — PAYMENT OF FEES AND OTHER EXPENSES
4.01. Fees. Customer agrees to pay SEI Trust the Fees in accordance with Exhibit D
attached hereto.
4.02. Adjustment of Fees. Customer agrees that SEI Trust may increase the fees
payable under this Agreement (other than those fees calculated pursuant to a basis point
schedule and the Mutual Fund Only Account Fee set forth in Exhibit D) upon thirty (30) days
written notice to Customer, in an amount not to exceed the lesser of: (i) *** percent
(***%); or (ii) the percentage increase in the CPI since the date of the last increase under
this Section 4.02 (the “CPI Percentage Increase”). In no event shall there be more than one
increase in any twelve month period. For purposes of this Agreement, the term “CPI” shall
mean the Unadjusted Consumer Price Index, as published in the Summary Data from the Consumer
Price Index News Release by the Bureau of Labor Statistics, U.S. Department of Labor, For
All Urban Consumers. If the Bureau of Labor Statistics ceases to publish such Unadjusted
Consumer Price Index, as published in the Summary Data from the Consumer Price Index News
Release by the Bureau of Labor Statistics, U.S. Department of Labor, For All Urban
Consumers, SEI Trust shall in good faith select an alternate adjustment index or rate, and
the index or rate selected by SEI Trust shall be subject to Customer’s approval, which
approval shall not be unreasonably withheld or delayed. Notwithstanding the above, in the
event of an increase to SEI Trust’s costs for Special Third Party Services, SEI Trust may at
any time upon thirty days written notice increase the Fees applicable to such Special Third
Party Services, provided, that such fee increase will not exceed the applicable percentage
increase in costs incurred by SEI Trust with respect to such Special Third Party Services.
SEI Trust agrees that for the first 12 months after the Effective Date, SEI Trust shall not
exercise its right under this Section 4.02 to adjust Fees other than those Fees applicable
to Special Third Party Services. For the avoidance of doubt, nothing in this Agreement
shall prohibit SEI Trust from adjusting the Fees applicable to Special Third Party Services
in accordance with this Section 4.02.
4.03. Terms. SEI Trust will invoice Customer each month for services rendered, each
such undisputed payment to be due thirty-five days after receipt date of invoice. Customer
agrees to pay interest on all amounts past due at the rate of one and one half percent per
month, if such rate is permitted by law, or otherwise at the highest rate permitted by law.
Customer shall notify SEI Trust of any disputed amounts promptly after its discovery of
same. At its expense, Customer and its agents upon reasonable written notice, shall have
the right to reasonably audit SEI Trust’s invoices hereunder and shall during SEI Trust’s
normal business hours be afforded prompt and reasonable access to SEI Trust documentation
pertaining to such invoices. SEI Trust shall provide Customer and its agents such
reporting documentation as Customer may reasonably request. Furthermore, SEI Trust and
Customer agree to waive any and all right to increase, decrease, dispute or contest any
charges in an invoice unless a written claim describing in detail the nature of the disputed
charge is sent to the other party within 180 days of the date of such invoice.
4.04. Taxes. Excepting for taxes on SEI Trust’s property or net income, Customer
agrees to pay all state and local sales, and/or use taxes, or any equivalent thereof, which
may be assessed against SEI Trust or Customer with respect to this Agreement or any of the
services provided hereunder. SEI Trust shall include such taxes in its invoices and
Customer will pay to SEI Trust the taxes so invoiced. SEI Trust shall promptly refund to
Customer any taxes paid hereunder that may be determined to be in excess of the taxes
properly payable. Customer shall promptly pay SEI Trust any taxes owed hereunder that may
be determined to be deficient of the taxes properly payable.
SECTION 5 — COVENANTS OF CUSTOMER
5.01. Limitation on Use of Services. Customer shall use the Services solely in
connection with the Accounts and Customer shall not permit the Services to be used in
connection with any other accounts. In the event that Customer desires to use the Services
to process accounts acquired by Customer through merger or acquisition, SEI Trust will
permit such use, subject to mutual agreement as to the fees set forth in
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Exhibit D for such services, which fees will take into consideration the nature of the
business represented by the new accounts and the total number of accounts processed.
5.02. Equipment. Customer shall be responsible for obtaining and maintaining
network compatible terminal, print, and telecommunication equipment for use in connection
with the System.
5.03. Data and Information Provided to SEI Trust. Customer shall be solely
responsible for the accuracy, completeness, and timeliness of all data and other information
provided to SEI Trust by or on behalf of Customer pursuant to this Agreement, including,
without limitation, all Customer Client Data. All such data and information shall be
provided to SEI Trust in the format and medium reasonably requested by SEI Trust from time
to time. Customer shall timely update all data and information provided to SEI Trust by or
on behalf of Customer so that such data and information remains complete and accurate.
Customer shall timely perform all obligations identified in this Agreement as obligations of
Customer and Customer shall provide SEI Trust with all data and information reasonably
requested by SEI Trust and otherwise reasonably cooperate with SEI Trust in connection with
SEI Trust’s performance of the Services. SEI Trust shall not be responsible for any
failure or delay in the performance of any of its obligations under this Agreement if such
failure or delay was due to the failure or delay of Customer to perform its obligations
under this Agreement. SEI Trust shall be entitled to rely on all data and information
supplied by or on behalf of Customer and shall have no liability for any loss, damage or
expense incurred by Customer or any other Person attributable to Customer’s failure to
provide data or information to SEI Trust that is accurate, complete and timely. Customer
acknowledge and agrees that Customer shall be responsible for providing any information to
SEI Trust regarding any asset other than Marketable Assets for which SEI Trust receives such
information from Special Third Party Vendors. Customer further acknowledges and agrees that
SEI Trust shall not be responsible for validating any such information, including without
limitation any valuations of such assets provided by Customer.
5.04. Proprietary Rights. Customer acknowledges and agrees that (a) as between
Customer and SEI Trust, SEI Trust does and will continue to own all right, title and
interest in and to the SEI Trust Proprietary Information and all other data and materials,
all software codes, trade secrets, design concepts, discoveries, ideas, enhancements,
improvements and inventions related thereto supplied by or on behalf of SEI Trust to
Customer pursuant to this Agreement, including, without limitation, any and all Intellectual
Property Rights inherent in the any of the foregoing and any portion thereof and appurtenant
thereto; (b) the SEI Trust Proprietary Information may not be used or disclosed to any
Person without the written consent of SEI Trust. Customer shall not reverse engineer or
attempt to reverse engineer, nor permit others to create or attempt to create derivative
works of, the System, any Licensed Products, or any part of the System or Licensed Products.
In addition, Customer shall preserve any notices of Intellectual Property Rights on
materials where such notices appear. Customer shall immediately notify SEI Trust of the
unauthorized possession, use or knowledge of any item supplied to Customer pursuant to this
Agreement. Customer shall not copy or reproduce in any manner any SEI Trust Proprietary
Information except for copies made by Customer solely for use by Permitted Employees and
Consultants in connection with receipt of the Services by Customer. Customer further
acknowledges and agrees that SEI Trust may include references to SEI on all or any portions
of the System, Services and Licensed Products, and all or any portion of the output from the
System, Services or Licensed Products.
5.05. Security Precautions. Customer agrees to provide and take security
precautions so that access to data of any of Customer’s clients is available only to persons
(other than SEI Trust employees) using Customer’s pre-authorized access identifiers and
passwords. In connection with the activities contemplated by this Agreement, SEI Trust and
Customer shall each comply with the provisions of Massachusetts Regulation 201 CMR 17.00
that are applicable to it.
5.06. Compliance with USA Patriot Act. Each of Customer and SEI Trust has adopted
and shall maintain, to the extent required by Law applicable to it, an anti-money laundering
program that: (i) includes the appointment of an anti-money laundering compliance officer to
oversee, implement, monitor compliance with and enforce such program; (ii) includes internal
controls and procedures reasonably designed to prevent and detect money laundering and
terrorist financing; (iii) provides for ongoing employee training with respect to anti-money
laundering Laws and program requirements; (iv) provides for an annual independent audit of
compliance with such program; and (v) includes appropriate recordkeeping
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requirements. In addition, Customer shall promptly notify SEI Trust’s anti-money laundering
compliance officer regarding any account activity that it either reasonably believes to be
suspicious, not legitimate, not having a reasonably apparent explanation, or could support
the filing of a Suspicious Activity Report, unless prohibited by Law.
5.07. Shareholder Services and Account Maintenance Services to be provided by
Customer. Customer shall perform the Shareholder Services and Account maintenance
Services set forth in the section of Exhibit B entitled “Shareholder Services and Account
maintenance Services to be provided by Customer”. In consideration for its performance of
such services in accordance with such section of Exhibit B, Customer shall receive the fees
set forth in such section of Exhibit B.
5.08. Software Source Code Escrow. A form of the three party escrow agreement is
attached hereto as Exhibit J.
5.09. Right of Set-Off; Security Interest. If a debit to an Account results (or will
result) in an overdraft, then SEI Trust may, in its discretion, (i) reject the settlement in
whole or in any part, (ii) reverse credits or debits made to the Account, and/or (iii) SEI
Trust may, sell, redeem or otherwise liquidate, an amount of Assets in the subject Account
sufficient to cover the overdraft, and do so using any means and in any order it deems
appropriate, and SEI Trust agrees to notify Customer of such action.
SECTION 6 — SEI TRUST RESPONSIBILITIES
6.01. Security Precautions. SEI Trust agrees to provide and take reasonable
security precautions so that access to data of any of Customer’s clients is available only
to persons using Customer’s pre-authorized access identifiers and passwords, including
employees of SEI Trust supporting Customer’s processing and reporting needs.
6.02. Access to Certain Documentation and Information Regarding the Custodial Accounts
and the Securities. SEI Trust shall provide Customer and its supervisory agents,
examiners, and auditors at Customer’s expense, reasonable access and on reasonable written
notice to the documentation regarding the services provided hereunder, the invoices and
payments therefor, the support for same and documentation for the custodial accounts and the
Securities as may from time to time be required by applicable state and federal regulations
or authorized in writing by Customer, such access being afforded without charge regarding
the custodial accounts and during normal business hours at the offices of SEI Trust.
6.03. SEI Trust’s Right to Make Changes. In order to improve the quality of
services hereunder, SEI Trust reserves the right to make changes at any time in the rules of
operation, Customer identification procedures and type of terminal equipment to be used with
the System, provided that no such changes will result in increase in the fees payable
hereunder, reduce the functionality of the System, conflict with or make inconsistent any of
the terms or provisions of this Agreement, or be incompatible with Customer’s Microsoft XP
operating software.
6.04. Data Preservation. To protect Customer from the loss of data in the event of
fire or other event which destroys data at SEI Trust’s data center, SEI Trust will prepare
and preserve magnetic tapes (or other medium) (“Save Tapes”), at such times and containing
such information as set forth on Exhibit F attached hereto. SEI Trust will deliver the Save
Tapes to a secure location other than SEI Trust’s data center.
6.05. Disaster Recovery. SEI Trust agrees to provide disaster recovery services to
Customer as set forth in SEI Trust’s most current Disaster Recovery Procedures Manual
(“Procedures”). SEI Trust agrees to provide to Customer not less than ninety days prior to
implementation, any amendments proposed to be made to such Procedures. SEI Trust agrees to
test such procedures, at its own expense, at least annually, and to promptly provide
Customer the results of any such test.
6.06. Legislative and Other Enhancements. Modifications required to be made to the
System in order to comply with changes in applicable federal banking laws or regulations
(“Legislative Enhancements”) will
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be made available hereunder. SEI Trust will exercise all commercially reasonable efforts to
make and implement such changes in time as may be required by law. The development of new
software modules or major changes to existing software modules required to comply with
federal laws or regulations will be made available to Customer at a price equal to the total
time and material required to implement such additions prorated (based upon the number of
accounts of the user that are on the System) among all users of the System. Customer, at
its expense, and its auditors and agents shall have the right to reasonably audit the
calculation and allocation of such price among users of the System and shall be provided
reasonable cooperation and certain documentation as determined by SEI Trust for that
purpose, provided that, Customer and its auditors and agents each sign a nondisclosure
agreement regarding this activity, and so long as such disclosure would not violate
applicable law.
6.07. Service Guidelines. SEI Trust agrees to provide the services described herein
in accordance with the Service Standards and Guidelines attached hereto as Exhibit E, except
as otherwise provided in this Agreement or to the extent that SEI Trust is prevented from
such performance by circumstances beyond its control. Upon reasonable notice to Customer,
SEI Trust reserves the right to make changes at any time to its Service Standards and
Guidelines, provided that such changes will not result in a reduction of service standards
or increase costs to Customer or conflict with or make inconsistent any of the terms or
provisions of this Agreement.
6.08. Investment/Portfolio Management. SEI Trust shall include in the services
provided hereunder the integrated Advent Axys, Moxy portfolio management solution or upon
notice to Customer, a functionally equivalent investment management support reasonably
satisfactory to Customer.
6.09. Financial Condition and Reporting. SEI Trust shall seek to maintain the
financial, managerial and capital resources, business and regulatory good standing, and
insurance coverage reasonably necessary and appropriate for the conduct of its business as
it is now being conducted and to perform its obligations hereunder. SEI Trust shall provide
to Customer audited financial statements prepared in accordance with GAAP, annually and no
less frequently than it provides such reports to its (or its parent company’s shareholders
and shall provide Customer copies of any SSAE 16 Reports (or equivalent) prepared on its
operating procedures and controls annually, such reports to be provided to Customer, in each
case, in the same manner as delivered to its parent company’s shareholders.
6.10. Insurance. SEI Trust shall, at its own cost and expense, maintain, and shall
cause Customer to be added and maintained as an “additional insured” under, SEI’s general
liability, auto and umbrella coverages.
6.11. No Use of Customer’s Name. Without Customer’s prior written consent, SEI
Trust will not use or disclose Customer’s corporate or trade name or the existence of this
Agreement or the customer relationship established hereby for marketing or any other purpose
whatsoever except as may be reasonably necessary for the performance of the obligations of
SEI Trust hereunder.
6.12. Notification of Errors.
(a) Upon the occurrence or discovery of any alleged error which has or reasonably may
affect one or more client accounts of Customer, each of Customer and SEI Trust shall
immediately notify and provide to the other party such information in reasonable detail
the nature of such alleged error as either party may reasonably request, and exercise
reasonable diligence to correct such alleged error.
(b) Statement issues. SEI Trust and Customer shall comply with the terms set forth in
Exhibit M to this Agreement regarding statement issues addressed in such Exhibit.
6.13. Provision of Services. It is understood and agreed that SEI Trust reserves
the right to either perform/provide the Services and the Licensed Products itself or to
engage other Persons to perform/provide all or a portion of the Services and the Licensed
Products. It is expressly understood and agreed that SEI Trust may provide Custodial
Services through one or more subcustodians appointed by SEI Trust. Except as provided under
this Agreement with respect to Special Third Party Services, Customer understands and agrees
that SEI Trust has the sole responsibility and liability, subject to the limitations of
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liability set forth in this Agreement, for furnishing the Services and the Licensed
Products, and Customer acknowledges and agrees that (a) Persons other than SEI Trust
performing/providing any of the Services or the Licensed Products, whether as supplier,
agent or subcontractor, shall have no liability to Customer for the Services and the
Licensed Products; and (b) Customer shall look solely to SEI Trust for the performance of
the Services and the provision of the Licensed Products in accordance with the terms and
subject to the conditions set forth in this Agreement; and (c) SEI Trust acknowledges that
it will be solely and exclusively liable for any and all acts or omissions of its
subcontractors and/or subcustodians, subject to the limitations of liability set forth in
this Agreement and terms governing Special Third Party Services; and (d) SEI Trust will
enter into agreements with its subcontractors and subcustodians which require such
subcontractors and subcustodians to comply will all laws applicable to them in connection
with the services provided by such subcontractor or custodian to SEI Trust and which include
confidentiality obligations of substantially similar affect to those set forth in this
Agreement.
SECTION 7
— AUTHORIZATIONS
7.01.
Instructions, Notices and Authorized Persons
(a) Within thirty days after the Effective Date, Customer shall complete and execute
the Secretary’s Certificate attached hereto as Exhibit G, wherein Customer
shall designate in writing those persons authorized to issue Instructions.
(b) Any notices, confirmations and receipts required hereunder to be delivered by SEI
Trust to Customer, unless otherwise specifically provided, will be delivered by SEI
Trust to Customer or by way of data generated by the System and accessed at Customer’s
site or delivered by SEI Trust to Customer. Customer will certify to SEI Trust, as
required, the names of the persons who, from time to time, have been duly appointed to
act for Customer.
(c) Customer will from time to time, file with SEI Trust a certified copy of its
corporate resolutions authorizing one or more individuals to give proper instructions
and specifying the class of Instructions that may be given by each individual to SEI
Trust under this Agreement, as set forth in Exhibit A.
(d) Subject to this Section 7.01, Customer agrees that SEI Trust may rely upon
Instructions and Customer forever releases SEI Trust from all liability that may arise
in the course of SEI Trust acting upon any Instructions (including, without limitation,
electronic and fax Instructions). Customer shall indemnify and hold SEI Trust harmless
for any action taken (or not taken) by SEI Trust pursuant to any Instruction,
direction, or other information communicated to SEI Trust by Customer.
7.02. Use of Securities Depository or Book Entry System
(a) SEI Trust may use Securities depositories or book entry systems to hold, receive,
exchange, release, deliver and otherwise deal with Securities (including rights and
other items of like nature), to receive and to remit to SEI Trust all income and
payments thereon. In addition, SEI Trust may take all steps necessary and proper in
connection with the collection thereof.
(b) SEI Trust may register Securities in the name of any nominee or nominees used by
securities depositories or book entry systems.
(c) SEI Trust may provide payment for Securities purchased and sold through the
clearing medium employed by securities depositories or book entry systems for
transactions or participants acting through it.
(d) Subject to security requirements of SEI Trust, all books and records maintained by
SEI Trust which relate to Customer’s participation in securities depositories or book
entry systems will at all times during SEI Trust’s regular business hours be open to
inspection by Customer’s duly authorized
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employees or agents, and Customer will be furnished with all information in respect to
the services rendered for it as it may require.
SECTION 8
— WARRANTY; REPRESENTATIONS OF SEI TRUST AND/OR CUSTOMER
8.01.
Warranty.
(a) Subject to the limitation of liability set forth in Section 9.01, SEI Trust hereby
warrants that it has the right to use the System including the right to use the System
to perform the Services described herein and that the System will perform substantially
as described in its documentation and this Agreement.
(b) Subject to the limitation of liability set forth in Section 9.02, SEI Trust
warrants that the Services will be performed in accordance with the Contractual
Performance Standards set forth in Exhibit H. In the event of a breach of the
foregoing warranty, Customer shall be entitled to receive a service credit as specified
in Exhibit H. Further, subject to the limitation of liability set forth in Section
9.02, for Services outside the scope and not expressly reflected in Exhibit H, Customer
may be entitled to seek its remedies at law.
(c) SEI Trust warrants that the Custodial Services will be performed in accordance with
Exhibit C. In the event of a breach of the foregoing warranty, Customer may be
entitled to seek its remedies at law.
(D) SEI TRUST REPRESENTS AND WARRANTS THAT IT HAS COMPLETE AUTHORITY TO GRANT THE
RIGHTS AND TO UNDERTAKE THE OBLIGATIONS DESCRIBED IN THIS AGREEMENT AS THEY RELATE TO
THE LICENSED PRODUCTS WITHOUT THE FURTHER CONSENT OF ANY OTHER PERSON. SEI TRUST
FURTHER REPRESENTS AND WARRANTS THAT EACH OF THE LICENSED PRODUCTS WILL SUBSTANTIALLY
CONFORM TO THE SPECIFICATIONS THEREFOR CONTAINED IN THE THEN CURRENT DOCUMENTATION FOR
SUCH LICENSED PRODUCTS. CUSTOMER MUST TIMELY NOTIFY SEI TRUST IN WRITING OF ANY
FAILURE OF ANY OF THE LICENSED PRODUCTS TO SUBSTANTIALLY CONFORM TO THE SPECIFICATIONS
THEREFOR, AS CONTAINED THE THEN-CURRENT DOCUMENTATION FOR SUCH LICENSED PRODUCT (A
“NON” CONFORMITY”). EXCEPT AS SPECIALLY SET FORTH IN THIS AGREEMENT, SEI TRUST
DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE LICENSED PRODUCTS , THE SERVICE BUREAU
INFRASTRUCTURE, STRATAWEB, THE STRATAWEB INFRASTRUCTURE, CONNECTIVITY BETWEEN THE
LICENSED PRODUCTS, THE SERVICE BUREAU INFRASTRUCTURE, AND/OR STRATAWEB INFRASTRUCTURE
ON THE ONE-HAND, AND ANY THIRD PARTY EQUIPMENT, HARDWARE AND SOFTWARE UTILIZED IN
CONNECTION WITH THE LICENSED PRODUCTS ON THE OTHER, AND THIRD-PARTY PRODUCTS OR
SERVICES, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR
PURPOSE. SEI TRUST DOES NOT REPRESENT OR WARRANT THAT THE LICENSED PRODUCTS WILL
OPERATE WITHOUT ANY FAILURE, INTERRUPTION OR DELAY AND/OR BE ERROR FREE. CUSTOMER
ACKNOWLEDGES AND AGREES THAT THE INTERNET IS AN UNSECURE, UNSTABLE UNREGULATED
UNORGANIZED AND UNRELIABLE ENVIRONMENT, AND THE ABILITY OF SEI TRUST TO DELIVER THE
STRATAWEB INFORMATION USING STRATAWEB AND SERVICES USING THE INTERNET IS DEPENDANT ON
THE INTERNET AND EQUIPMENT, SOFTWARE, SYSTEMS, DATA AND SERVICES PROVIDED BY VARIOUS
TELECOMMUNICATION CARRIERS, EQUIPMENT MANUFACTURERS, FIREWALL PROVIDERS, ENCRYPTION
SYSTEMS DEVELOPERS AND OTHER VENDORS AND THIRD PARTIES. SEI TRUST DOES NOT WARRANT
THAT STRATAWEB, THE STRATAWB INFRASTRUCTURE AND STRATAWEB INFORMATION OR THAT ANY OTHER
LICENSED PRODUCTS DELIVERED OVER THE INTERNET WILL OPERATE WITHOUT INTERRUPTION OR
DELAY AND/OR BE ERROR FREE OR THAT ALL FAILURES OF STRATAWEB OR ANY OTHER LICENSED
PRODUCTS
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DELIVERED OVER THE INTERNET TO CONFORM TO THE SPECIFICATIONS THEREFOR CAN OR WILL BE
CORRECTED.
(e) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SEI TRUST MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT OT THE SYSTEM, LICENSED PRODUCT OR ANY SERVICE
PROVIDED HEREUNDER, ITS MERCHANITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.02. Copyright, Proprietary Right Indemnity.
(a) SEI Trust Obligations. SEI Trust will indemnify, hold Customer harmless
from and will defend or settle any third party suit or proceeding brought against
Customer based upon a claim that the Services or any of the Licensed Products, as
delivered by SEI Trust (and not as may be modified or used in connection with products
not delivered or approved by SEI Trust) constitutes an infringement or misappropriation
of a third party’s copyright, trade secret or U.S. patent (an “Infringing
Claim”) provided that: (i) SEI Trust is notified promptly in writing of the
Infringing Claim; (ii) SEI Trust controls the defense or settlement of the Infringing
Claim; and (iii) Customer cooperates reasonably, assists and gives all necessary
authority and reasonably required information in connection with the defense or
settlement of the Infringing Claim.
(b) Customer Obligations. Notwithstanding the provisions of Section 8.02(a),
above, Customer will indemnify, hold SEI Trust harmless from and will defend or settle
(and SEI Trust will not be obligated to defend or settle and will not be liable for any
related costs) any claim for infringement or misappropriation of a third party
copyright or trade secret or U.S. patent (subject to the same notice, control,
cooperation and limitations contained in Section 8.02(a), above), resulting from any
suit or proceeding based upon a claim resulting from: (i) SEI Trust’s compliance with
Customer’s design, specifications or instructions; (ii) modification of any Licensed
Product by a party other than SEI Trust who is not working at or under SEI Trust’s
direction; (iii) the use by or on behalf of Customer of any of the Licensed Products,
the Services or the System or any part thereof furnished hereunder in combination with
any other software or product where the combination has not been specifically approved
by SEI Trust and the infringement would not have occurred but for such combination; or
(iv) SEI Trust’s incorporation of trademarks, trade names or other information or data
of Customer into any of the Licensed Products, the Services or the System or the use by
Customer or any other Person of any of the Licensed Products, the Services or the
System where the infringement would not have occurred but for incorporation of such
trademarks, trade names or other information or data of Customer into such Licensed
Products, Services or System.
(c) Infringing Claim. In the event of an Infringing Claim, SEI Trust may, at
its sole option and expense, either procure for Customer a license to continue using
the Services or the Licensed Products that is the subject of such Infringing Claim or
supply to Customer a modified version of the Services or the Licensed Products that is
reasonably equivalent in functionality and non-infringing. If neither such option is
available to SEI Trust on commercially reasonable terms, then SEI Trust may terminate
this entire Agreement or any part hereof to the extent necessary to avoid such
infringement, provided that any such termination shall not diminish or otherwise affect
SEI Trust’s indemnification obligations in this Section 8.02.
(d) Exclusive Remedy. THE FOREGOING STATES THE ENTIRE OBLIGATION AND EXCLUSIVE
REMEDY OF EACH OF SEI TRUST AND CUSTOMER WITH RESPECT TO ANY ALLEGED OR ACTUAL
INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH
THE SERVICES, THE SYSTEM AND/OR THE LICENSED PRODUCTS
8.03. Due Organization, Power, Authorization, Enforceability. SEI Trust and
Customer each is duly organized and in good standing under the laws of the United States.
Each of Customer and SEI Trust has all requisite corporate power and authority to enter into
and perform this Agreement in accordance with its
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terms. Neither Customer’s nor SEI Trust’s performance of its respective obligations under
this Agreement will conflict with, or violate, any provision of its charter, bylaws, other
governing documents, or any agreement or instrument to which it is a party or by which it is
bound,, or any judgment, decree, order, statute, rule or regulation applicable to it. The
execution, delivery and performance of this Agreement by each of Customer or SEI Trust and
the respective performance by each of Customer or SEI Trust of its respective obligations
hereunder have been duly and validly authorized by all requisite corporate action. This
Agreement has been duly executed and delivered on behalf of SEI Trust and Customer, which
constitutes the legal and valid and binding obligation of each party enforceable in
accordance with its terms, subject to the effects of bankruptcy, insolvency, reorganization,
moratorium and similar laws from time to time in effect.
8.04. Financial, Regulatory Good Standing. Each of Customer and SEI Trust
represents and warrants that it is in financial, regulatory and business good standing.
8.05. Insurance. SEI Trust represents and warrants that for the duration of this
Agreement that it shall maintain the liability insurance and fidelity bond coverages in at
least the minimum amounts provided in Exhibit A-1.
8.06. Litigation. Each of Customer and SEI Trust represents and warrants that it is
not subject to material litigation or administrative action or proceedings that adversely
impacts or could reasonably be expected to adversely impact its ability to perform its
respective responsibilities under this Agreement.
8.07. Mutual Fund. SEI Trust or an affiliate thereof may receive certain fees from
third party mutual fund complexes for which SEI Trust or its affiliate performs shareholder
services, administrative services, subdistribution services and/or commissions for effecting
securities transactions.
8.08. Compliance with Law. Each party shall, in connection with performing its
obligations (including without limitation, with respect to SEI Trust’s the obligation to
provide the System and Licensed Products) and exercising its rights under this Agreement,
observe and comply with all Laws applicable to such party to the extent that the failure to
do so would have a material and adverse impact on the other party. Customer shall (i) make
sure that the receipt of any benefits or services from SEI Trust (and/or its Affiliates) is
legally permissible with respect to the Accounts covered by this Agreement and (ii) make all
necessary disclosures and secure all necessary consents regarding Customer’s receipt and
retention of such services or benefits from SEI Trust (and/or its Affiliates). Customer
shall comply with the Employee Retirement Income Security Act of 1974, as amended, and other
laws applicable to Customer in connection with its possible receipt of any such benefit.
8.09. Malicious Code. Each of SEI Trust and Customer shall use commercially
reasonable efforts to avoid introducing any known viruses, worms, trap doors, time bombs,
logic bombs, Trojan horses or similar items capable of altering, deleting or interfering
with any data, information, software or subsystems into the System, the Licensed Products or
any other system of SEI Trust or Customer.
SECTION 9 — LIABILITY
9.01. Limitation on Liability for Trust3000 Defects. NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT TO THE CONTRARY, NO LIABILITY OF ANY KIND WILL BE ATTACHED TO OR
INCURRED BY SEI TRUST FOR SYSTEM DEFECTS EXCEPT ONLY FOR ITS OWN NEGLIGENCE, FRAUD, OR
WILLFUL MISCONDUCT IN THE BREACH OF THE PERFORMANCE OF ITS DUTIES AS SPECIFICALLY SET FORTH
IN THIS AGREEMENT. SEI TRUST’S LIABILITY TO CUSTOMER FOR MONETARY DAMAGES FOR DEFECTS SHALL
NOT EXCEED THREE MONTH’S FEES PAYABLE HEREUNDER. IN NO EVENT WILL SEI TRUST BE LIABLE FOR
ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES OF ANY KIND
INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OR INTERRUPTION OF BUSINESS,
WHETHER SUCH LAIBLITY IS PREDICATED ON CONTRACT, STRICT LIABILITY, OR ANY OTHER THEORY.
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9.02. Limitation on Liability for Services. Notwithstanding any other provision of
this Agreement to the contrary, no liability of any kind will be attached to or incurred by
SEI Trust by reason of its provision of Services under this Agreement excepting only (i) SEI
Trust’s indemnification obligation under Section 12.03(a) , 8.02(a), and (ii) SEI Trust’s
own negligence, fraud, willful misconduct or any other breach of the performance of SEI
Trust’s duties as specifically set forth in this Agreement. The calculation of lost
earnings in all cases, will use One-Year LIBOR as quoted in the “Money Rates Table” of the
Wall Street Journal for the appropriate period. SEI TRUST SHALL ONLY BE LIABLE FOR
CORPORATE ACTIONS ONLY TO THE EXTENT SUCH CORPORATE ACTIONS ARE REPORTED IN THE SERVICES SEI
TRUST MONITORS. IN NO EVENT WILL SEI TRUST BE LIABLE FOR ANY INCIDENTAL, INDIRECT ,
SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES OF ANY KIND INCLUDING WITHOUT
LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS, OR INTERRUPTION OF BUSINESS, WHETHER SUCH
LIABILITY IS PREDICATED ON CONTRACT, STRICT LIABILITY OR ANY OTHER THEORY, provided,
however, that payments made by Customer in whole or partial settlement or satisfaction of
claims made by Customer’s clients, account holders or beneficiaries (“Customer’s Clients’
Claims”) shall be regarded as “direct” and not as “indirect or consequential damages” for
purposes of this section. However, (a) the proviso at the end of the preceding sentence is
not meant to expand SEI Trust’s liability, as limited by the provisions of this Section 9.02
that precede such proviso (and such proviso shall not be construed as expending SEI Trust’s
liability), and (b) SEI Trust shall have no liability regarding any of Customer’s Clients’
Claims (1) unless Customer shall have given SEI Trust written notice of the claim within 30
days after Customer first receives notice of the claim, (2) in an amount that exceeds the
amount of compensatory damages ultimately awarded in litigation, arbitration or other
dispute resolution process) against and paid by Customer in connection with the claim, or
(3) that is resolved in whole or in part by way of a settlement between Customer and its
client without the prior written approval by SEI of the settlement, which approval shall not
be unreasonably withheld.
9.03. Limitation on Liability for Licensed Products. IN NO EVENT SHALL SEI TRUST BE
LIABLE FOR LOST PROFITS OR BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF
BUSINESS OR FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH CLAIM ARISES UNDER ANY THEORY OF
TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER SEI TRUST IS ADVISED
OF THE POSSIBILITY OF ANY SUCH DAMAGES . SEI TRUST SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO REMEDY ANY NONCONFORMITY WITH ITS REPRESENTATIONS, WARRANTIES AND COVENANTS
HEREIN AS THEY RELATE TO LICENSED PRODUCTS AS SOON AS PRACTICABLE. SEI TRUST’S SOLE
OBLIGATION AND LIABILITY WITH RESPECT TO ANY TRANSMISSION OF INCORRECT INFORMATION OR DATA
SHALL BE TO RETRANSMIT THE CORRECT INFORMATION OR DATA TO CUSTOMER OR THE APPROPRIATE END
CUSTOMER. EXCEPTING SEI TRUST’S RESPONSIBILITY WITH RESPECT TO INFRINGING CLAIMS, THE
AGGREGATE LIABILITY FOR SEI TRUST FOR ANY AND ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH
THIS AGREEMENT AS IT RELATES TO THE LICENSED PRODUCTS SHALL NOT EXCEED THREE MONTHS OF FEES
FOR THE APPLICABLE LICENSED PRODUCT PAID BY CUSTOMER UNDER THIS AGREEMENT. IN ADDITION, SEI
TRUST IS NOT RESPONSIBLE FOR ANY FAILURE OF ANY LICENSED PRODUCT OR THE SYSTEM DUE TO THE
AVAILABILITY, RELIABILITY, SECURITY OR OPERATION OF THE INTERNET.
9.04. Special Third Party Services. SEI Trust may, from time to time, provide to
Customer services and products from external third party sources (“Special Third Party
Vendors”) that are telecommunication carriers, financial printers, mailing and delivery
services or data feed, pricing service providers or other similar service providers
(“Special Third Party Services”). Customer acknowledges and agrees that the Special
Third Party Services are confidential and proprietary trade secrets of the Special Third
Party Vendors. Accordingly, Customer shall honor requests by SEI Trust and the Special
Third Party Vendors to protect their proprietary rights in their data, information and
property including requests that Customer place copyright notices or other proprietary
legends on printed matter, print outs, tapes, disks, film or any other medium of
dissemination. Customer further acknowledges and agrees that all Special Third Party
Services are provided on an “AS IS WITH ALL FAULTS” basis solely for Customer’s internal use
in connection with the Services. Customer may use Special Third Party Services as normally
required on
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view-only screens and hard copy statements, reports and other documents necessary to support
Customer’s Clients in connection with the Services, however Customer shall not distribute
any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS
AND SEI TRUST MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A
PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES.
NEITHER SEI TRUST NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES
SUFFERED BY CUSTOMER IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING,
WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. SEI
TRUST DOES NOT MAKE ANY WARRANTY OR REPRESENTATION REGARDING THE AVAILABILITY, RELIABILITY,
SECURITY OR OPERATION OF THE INTERNET. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT
TO THE CONTRARY, SEI TRUST IS NOT RESPONSIBLE FOR ANY FAILURE OF ANY SEI TRUST PRODUCTS OR
SERVICES ACCESSED VIA THE INTERNET DUE TO THE UNAVAILABILITY, RELIABILITY, SECURITY OR
OPERATION OF THE INTERNET. To the extent Customer receives Special Third Party
Services from Interactive Data Corporation (“IDC”), Customer shall indemnify and hold
harmless IDC and its suppliers from any and all losses damages, liability, costs, including
reasonable attorney’s fees, resulting directly or indirectly from any claim or demand
against IDC by a third party arising out of, derived from, or related to the accuracy or
completeness of any such Special Third Party Services received by Customer. IDC shall not
be liable for any claim or demand against Customer by any third party.
9.05. No Liability as Fiduciary or Advisor. Customer acknowledges and agrees that
SEI Trust, in connection with this Agreement and the Services undertaken by SEI Trust
hereunder, is not acting in the role of a “Payor,” “Payor’s Agent”, “Plan Administrator,”
“Tax Advisor” or “Investment Advisor” as such terms (or similar such terms) are defined or
understood under any applicable Law. SEI Trust is providing to Customer exclusively those
Services that are specified in this Agreement. Neither SEI Trust nor any employee of SEI
Trust shall be deemed to provide any legal or other advisory services as to the operation or
maintenance of any benefit plan of Customer (a “Benefit Plan”). Customer further
agrees and acknowledges that the Services set forth in this Agreement are ministerial and
nondiscretionary in nature and that neither SEI Trust nor any employee of SEI Trust shall be
deemed to be a Benefit Plan “Fiduciary,” as such term is defined by any applicable Law,
including, without limitation, Section 3(21) of the Employee Retirement Income Security Act,
of 1974, as amended. Customer acknowledges and agrees that SEI Trust shall have no
liability with respect to Customer or any Benefit Plans or Benefit Plan participants by
reason of SEI Trust being treated as “Payor,” “Payor’s Agent”, “Plan Administrator,” “Tax
Advisor” or “Fiduciary” under applicable Law or otherwise, and Customer shall indemnify and
hold SEI Trust harmless against any and all claims, losses, demand, debts or judgments of
any kind or character (including attorneys fees) that allege SEI Trust has acted as a
“Payor,” “Payor’s Agent”, “Plan Administrator,” “Tax Advisor,” “Fiduciary” or similar
capacity in connection with the Services provided under this Agreement.
9.06. IN NO EVENT WILL CUSTOMER BE LIABLE TO SEI TRUST FOR ANY INCIDENTAL, INDIRECT,
SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES OF ANY KIND INCLUDING WITHOUT
LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OR INTERRUPTION OF BUSINESS, WHETHER SUCH
LAIBLITY IS PREDICATED ON CONTRACT, STRICT LIABILITY, OR ANY OTHER THEORY.
SECTION 10 — TERMINATION
10.01. General Obligations Upon Termination of Agreement. Upon termination of this
Agreement as set forth in Section 3, upon Customer’s request, SEI Trust will provide
Customer with a computer generated ledger sheet for each account then on the Trust3000
System on magnetic tapes (or other media then used by SEI Trust) in a form sequentially
accessible. Customer will bear the expense of SEI Trust’s then-prevailing rate per standard
account reported which will not be less than the prevailing rate per account for each
requested magnetic tape (or other media) generated in the standard format as determined by
SEI Trust. SEI Trust will reasonable cooperate with Customer to facilitate any necessary
deconversion of Customer’s accounts and data in connection with such termination, provided
that, all fees owed or owing to SEI Trust and any third parties are first paid by Customer.
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10.02. Obligation to Pay for Third Party Services Consumed by Customer. In
addition, Customer will be obligated to reimburse SEI Trust for any reasonable charges for
telecommunication services and other third party provided services (indicated in Exhibit D)
incurred by SEI Trust on Customer’s behalf for a period of ninety (90) days following the
later of termination of this Agreement or Customer’s cessation of use of the Trust 3000
System for processing/retrieval purposes. Also, Customer will return or certify such
destruction in writing all user documentation and all other data and related materials
provided to Customer by SEI Trust hereunder upon termination of this Agreement.
SECTION 11 — CONFIDENTIALITY/PROPRIETARY INFORMATION
11.01. Non-Disclosure Obligations. All Confidential Information of a Disclosing
Party shall be held in confidence by the Recipient, to the same extent, and in at least the
same manner, as the Recipient protects its own confidential and proprietary information of a
similar nature. Except as specifically permitted by this Agreement, the Recipient shall not
disclose, publish, release, transfer or otherwise make available, any Confidential
Information of the Disclosing Party, in any form, to or for the use or benefit of any Person
without the Disclosing Party’s consent. The Recipient shall not use the Confidential
Information of the Disclosing Party except in connection with the purposes contemplated by
this Agreement.
11.02. Permitted Use and Disclosure. Notwithstanding the foregoing, the Recipient
shall be permitted to use and disclose the Disclosing Party’s Confidential Information as is
necessary or appropriate for the performance of the Recipient’s obligations under this
Agreement. The Recipient shall not disclose the Disclosing Party’s Confidential Information
to its officers, agents, subcontractors and employees (collectively, the “Permitted
Employees and Consultants”), unless such Permitted Employees and Consultants have agreed
in writing to, or otherwise have a duty to, maintain the confidentiality of the Confidential
Information and such use and disclosure is necessary or appropriate for the performance of
the Recipient’s obligations under this Agreement. The obligations in this Section 11 shall
not restrict any disclosure by any Recipient as required by any applicable Law, or by order
of any court or government agency; provided that to the extent reasonably possible (and so
long as not prohibited by Law) such Recipient gives prompt notice to the Disclosing Party of
such order, such that the Disclosing Party may (a) interpose an objection to such
disclosure, (b) take action to assure confidential handling of its Confidential Information,
or (c) take such other action as it deems appropriate to protect its Confidential
Information.
11.03. Compliance with Xxxxx-Xxxxx-Xxxxxx Act. In connection with the activities
contemplated by this Agreement, SEI Trust and Customer shall each comply with all provisions
of the Xxxxx-Xxxxx-Xxxxxx Act applicable to it, including, without limitation, applicable
provisions regarding (i) the sharing or disclosure of Nonpublic Personal Information (as
such term is defined in the Xxxxx-Xxxxx-Xxxxxx Act); and (ii) the implementation and
maintenance of appropriate security measures designed to protect the security and
confidentiality of Nonpublic Personal Information.
11.04. Unauthorized Acts. In the event of any unauthorized use or disclosure by the
Recipient of any Confidential Information of the Disclosing Party, the Recipient shall
promptly (i) take all reasonable actions to limit the adverse effect on the Disclosing Party
of such unauthorized use or disclosure; and (ii) take all reasonable action to protect
against a recurrence of the unauthorized use or disclosure; and (iii) notify the Disclosing
Party of such unauthorized use or disclosure.
11.05. Return of Confidential Information. Upon the written request of the
Disclosing Party after the expiration or termination of this Agreement, the Recipient shall,
at the option of the Recipient, return or destroy all Confidential Information of the
Disclosing Party that is then in the possession or control of the Recipient, provided,
however, the Recipient may retain copies of such Confidential Information of the Disclosing
Party as may be necessary or appropriate for the Recipient to comply with reasonable legal,
accounting, regulatory and archival policies and concerns. Notwithstanding the foregoing,
SEI Trust shall have no obligation to return or destroy Confidential Information of Customer
that resides on the System or in save tapes of SEI Trust. Upon the Disclosing Party’s
written request, the Recipient shall promptly certify in writing its compliance with this
Section 11.05.
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SECTION 12 — GENERAL PROVISIONS
12.01. Notice. Excepting any notice of termination of this Agreement, any other
requests, instructions, payments, or notices permitted or required hereunder, shall be
deemed given when delivered by hand or mailed, postage prepaid, as respectively set forth
below or to such other address as either party may from time to time designate in writing;
or, if permitted hereunder, when sent by facsimile transfer or by e-mail as respectively,
set forth below with a hard copy mailed, postage prepaid. Any notice of termination of this
Agreement shall only be deemed given, when personally delivered by hand or by overnight
delivery service that provides a receipt or five days after mailing is sent via certified or
registered mail, return receipt requested. All such notices shall be mailed or delivered
at the addresses set forth below or to such other address as either such party may from time
to time designate in writing:
If to Customer:
Rockland Trust Company
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx, Chief Investment Officer
Tel: 000-000-0000
Fax: 000-000-0000
E-Mail: xxxxx.xxxxx@xxxxxxxxxxxxx.xxx
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx, Chief Investment Officer
Tel: 000-000-0000
Fax: 000-000-0000
E-Mail: xxxxx.xxxxx@xxxxxxxxxxxxx.xxx
With a copy to:
Rockland Trust Company
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, General Counsel
Tel: 000-000-0000
Fax: 000-000-0000
E-Mail: xxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx
Rockland Trust Company
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx, General Counsel
Tel: 000-000-0000
Fax: 000-000-0000
E-Mail: xxxxxx.xxxxxx@xxxxxxxxxxxxx.xxx
If to SEI Trust:
SEI Private Trust Company
Attention: General Counsel
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
12.02. Counterparts. This Agreement may be executed in any number of counterparts
and any party hereto may execute such counterpart, each of which when executed and delivered
will be deemed to be an original and all of which counterparts taken together will
constitute but one and the same instruments. This Agreement will become binding when one or
more counterparts taken together will have been executed and delivered by the parties. It
will not be necessary in making proof of this Agreement or any counterpart hereof to produce
or account for any of the other counterparts.
12.03. Benefit of Agreement.
(a) This Agreement is for the sole and exclusive benefit of SEI Trust and Customer and
will not be deemed to be for the direct or indirect benefit of the clients of customers
of SEI Trust or Customer. The clients or customers of SEI Trust or Customer will not
be deemed to be third party beneficiaries of this Agreement nor to have any other
contractual relationship with SEI Trust or Customer, respectively, be reasons of this
Agreement, and each party hereto agrees to indemnify and hold harmless the other party
from any direct damages incurred by such party arising from claims of its clients and
customers brought directly against the other party, including any attendant expenses
and
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attorney’s fees, based on this Agreement or the service provided hereunder, provided,
however, that nothing in this Section 12.03 shall prevent Customer from obtaining as an
element of damages recoverable from SEI Trust under Section 9.01 or 9.02 reimbursement
of amounts paid by Customer in whole or in partial settlement or satisfaction of any
claim asserted against Customer by such clients or customers that are attributable (in
whole or in part) to SEI Trust’s negligence, fraud or willful misconduct in breach of
the performance of its duties as specifically set forth in this Agreement so long as
(i) Customer shall have given SEI Trust written notice of the claim within 30 days
after Customer first receives notice of the claim, and (ii) such settlement was
approved in advance and in writing by SEI Trust (SEI Trust shall not unreasonably
withhold its approval).
(b) Notwithstanding anything to the contrary in Section 12.03 (a), it is understood and
agreed that Customers’ clients shall receive the services provided under this Agreement
only through Customer and shall not contact SEI Trust directly. Customer’s clients,
not being parties to this Agreement, shall not have an independent cause of action or
any other direct rights or remedies hereunder.
(c) The legal relationship of SEI Trust to Customer is intended to be that of an
independent contractor and not that of a joint venture, partner or general agency.
12.04. Assignment.
(a) SEI Trust and Customer will each have the right to assign or delegate all or part
of its respective rights, responsibilities, or duties hereunder to any subsidiary of
SEI Trust or Customer owned by such party as of the effective date of this Agreement
upon the provision of prior written notice to the other party, but no such assignment
or delegation will relieve such assigning or delegating party of its obligations under
Section 4 hereof. Such assignment or delegation will be valid only so long as the
assignee or delegatee remains a subsidiary of SEI Trust or Customer and in the event of
any such assignment, SEI Trust or Customer will remain responsible for the acts of any
such subsidiary. Except as otherwise provided herein, any other assignment, transfer,
or delegation by either party (including, without limitation, any assignment, transfer,
or delegation by operation of law in connection with a merger, consolidation, or as
part of a sale of all or substantially all of the assets of such party or otherwise)
will require the prior written approval of the other party hereto.
(b) Change in Control. A “Change in Control” shall mean: (i) a consolidation or merger
of an entity, or its parent corporation, into, or with, any other entity not then an
Affiliate of the original entity or its parent corporation, where the original entity,
or its parent corporation, is not the surviving entity; (ii) a sale, transfer, or other
disposition of all, or substantially all, of the assets of an entity, or its parent
corporation, in a single transaction, or a series of related transactions, to any
person or entity not then an Affiliate of the original entity or its parent
corporation, or group of related such persons or entities; or (iii) the acquisition by
any person or entity(ies) not then an Affiliate of the original entity or its parent
corporation of beneficial ownership of at least fifty-percent (50%) of the outstanding
shares of stock of an entity, or its parent corporation. A Change in Control shall not
be considered an Assignment for purposes of this Agreement. In the event of a Change in
Control of Customer, SEI Trust shall not be obligated to provide services under this
Agreement to additional accounts of Customer’s successor in interest, without SEI
Trust’s prior written consent.
(c) SEI Trust acknowledges that Customer’s wholly-owned registered investment adviser
subsidiary, Bright Rock Capital Management LLC, will also need access to the System and
Licensed Products in connection with the receipt of Services for Customer’s Accounts.
Accordingly, SEI Trust agrees that Bright Rock Capital Management LLC may use the
System and Licensed Products for such purposes in connection such Accounts. Bright
Rock Capital Management LLC shall comply with and be subject to all of the terms and
conditions of this Agreement applicable to Customer in connection with such usage, and
shall be deemed to have agreed to such terms and conditions by usage of the System
and/or any of the Licensed Products. Customer shall cause Bright Rock Capital
Management LLC, LLC to comply with such terms and conditions, and Customer shall be
responsible if Bright Rock Capital Management LLC fails to comply with such terms.
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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12.05. Governing Law. This Agreement will be governed and construed in accordance
with the laws of the Commonwealth of Pennsylvania without giving effect to conflict of law
provisions.
12.06. Force Majeure. No breach of any obligation of a party to this Agreement will
constitute an event of default or breach to the extent it is made reasonably unavoidable by
a cause, existing or future, that is beyond the control and without negligence of the party
otherwise chargeable with breach or default, including without limitation: strike; lockout;
flood; war; riot; failure of third party services, theft; earthquake or natural disaster,
provided, however, that the party shall be obligated to perform to the extent possible under
the circumstances. Either party desiring to rely upon any of the foregoing as an excuse for
default or breach shall, when the cause arises, give to the other party prompt notice of the
facts which constitute such cause; and, when the cause ceases to exist, give prompt notice
thereof to the other party. This section shall in no way limit the right of either party to
this Agreement to make any claim against third parties for any damages suffered due to said
causes.
12.07. Headings. All section headings contained in this Agreement are for
convenience of reference only, do not form a part of this Agreement and will not affect in
any way the meaning or interpretation of this Agreement. Words used herein, regardless of
the number and gender specifically used, will be deemed and construed to include any other
number, singular or plural, and any other gender, masculine, feminine, or neuter, as the
contract requires.
12.08. Contents of Agreement. This Agreement and its Exhibits including the
Conversion Plan and the three-party escrow agreement referenced herein, set forth the entire
understanding of the parties hereto with respect to the transactions contemplated hereby.
It will not be amended or modified except by written instrument duly executed by each of the
parties hereto. Any and all previous agreements and understandings between the parties
regarding the subject matter hereof, whether written or oral, are superseded by the
Agreement.
12.09. Severability. In the event that any provision of this Agreement will be
found in violation of public policy or illegal or unenforceable in law or equity, such
finding will in no event invalidate any other provision of this Agreement.
12.10. Dispute Resolution.
(a) Each of SEI Trust and Customer shall appoint an “Executive Contact” who shall be
the person responsible for participating in the dispute resolution process described in
this Section 12.10. Each Executive Contact shall possess the requisite corporate power
and authority to negotiate and implement, on behalf of the party he or she represents,
a settlement of any dispute between the parties hereunder. Each of SEI Trust and
Customer shall have the right from time to time to appoint a successor to its then
current Executive Contact.
(b) Except as specified in Section 12.11, the following procedure will be adhered to in
all claims, disputes, and controversies arising out of or relating to this Agreement.
Either party to this Agreement must notify the other party of the nature of the claim,
dispute or controversy with as much detail as possible regarding the dispute (a
“Dispute Notice”). The administrators of the parties shall meet within ten days after
the date that the non-sending party receives the Dispute Notice to attempt to reach an
agreement about the nature of the dispute and a resolution of the dispute. If the
administrators are unable to resolve the dispute within such time period, the Executive
Contacts of the parties shall meet within thirty days after the date that the
non-sending party receives the Dispute Notice in a good faith attempt to reach an
agreement about the nature of the dispute and a resolution of the dispute. If the
Executive Contacts cannot resolve the dispute within such time period or if the terms
and conditions of the resolution or settlement of the dispute are breached, the dispute
shall be resolved by arbitration pursuant to the provisions of Section 12.10(c) below.
Pending resolution of any dispute covered by this Section 12.10(b) or Section 12.10(c)
below, both parties will continue their performance under this Agreement including,
without limitation, the payment of all amounts due to the other party that are not in
dispute.
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(c) Except as provided in Section 12.11, any claim, dispute, or controversy arising out
of or relating to this Agreement that is not resolved in accordance with the provisions
of Section 12.10(b) will be submitted by the parties to arbitration by the American
Arbitration Association under the Commercial Arbitration Rules then in effect for that
Association, as modified herein or by agreement of the parties. Any such arbitration
shall be conducted in Boston, Massachusetts if such arbitration is filed by SEI Trust
against Customer or, in Philadelphia, Pennsylvania if such arbitration is filed by
Customer against SEI Trust. Each party irrevocably and unconditionally consents to the
jurisdiction of any such proceeding and waives any objection that it may have to
personal jurisdiction or the laying of venue of any such proceeding. The parties will
cooperate with each other in causing the arbitration to be held in as efficient and
expeditious a manner as practicable. Each party will choose one arbitrator within
thirty days of receipt of the notice of intent to arbitrate. Within sixty days of
receipt of the notice of intent to arbitrate, the two arbitrators will choose a neutral
third arbitrator who will act as chairman. If no arbitrator is appointed within the
times herein provided, or any extension of time which is mutually agreed upon, the
Association will make such appointment within thirty days of such failure. Any award
rendered by the arbitrators shall be final and binding upon the parties hereto.
Judgment upon the award may be entered in any court of record of competent
jurisdiction. Nothing herein shall prevent the parties from settling any dispute by
mutual agreement at any time.
12.11. Equitable Relief. Each party acknowledges and agrees that either (i)
Customer’s or SEI Trust’s violation of the provisions of Section 11.01 and/or 11.05 or (ii)
Customer’s violation of the provisions of Section 5.01 and/or 5.04 may cause immediate and
irreparable harm to the non-breaching party for which money damages may not constitute an
adequate remedy at law. Therefore, the parties agree that, in the event Customer or SEI
Trust breaches or threatens to breach said provisions or covenants, the non-breaching party
shall have the right to seek, in any court of competent jurisdiction, an injunction to
restrain said breach or threatened breach, without posting any bond or other security.
12.12. Survival. The following shall survive the expiration or termination of this
Agreement (a) the provisions of Sections 3.04, 4.01, 5.04, 8, 9, 10, 11, and 12; and (b) any
other provisions necessary to interpret the rights or obligations of the parties hereunder
and which by their nature are to survive such expiration and termination of this Agreement.
12.13. Exhibits. The Exhibits listed below are attached hereto and incorporated
herein by reference:
Exhibit A
|
Definitions | |
Exhibit B
|
Services | |
Exhibit C
|
Custodial Services | |
Exhibit D
|
Fee Schedule | |
Exhibit E
|
Service Standards and Guidelines | |
Exhibit F
|
Record Retention | |
Exhibit G
|
Secretary’s Certificate | |
Exhibit H
|
Contractual Performance Standards | |
Exhibit I
|
Descriptions and Additional Provisions For Licensed Products | |
Exhibit J
|
Three Party Escrow Agreement | |
Exhibit K
|
Other Monitored Services | |
Exhibit L
|
Deconversion Services | |
Exhibit M
|
Statement Issues |
EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS ITS TERMS, AND AGREES
TO BE LEGALLY BOUND HEREBY.
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their
respective names by their duly authorized representatives as of the Effective Date.
| ROCKLAND TRUST COMPANY | SEI PRIVATE TRUST COMPANY | |
BY: _____________________________ Name: |
BY: _______________________ Name: |
|
Title:
|
Title: |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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EXHIBIT A
DEFINITIONS
| (1) | “Accounts” means all of the accounts of Customer for which SEI Trust provides Services under this Agreement. However, the term “Accounts” excludes any accounts of Customer which Customer acquired from another adviser or financial institution which acquired accounts are required to use another system other than SEI’s System until such acquired accounts are converted to SEI’s System. | |
| (2) | “Affiliate” means, when used with respect to a Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with the subject Person. | |
| (3) | “Assets” includes Securities, Funds, and Cash held in an Account. The term “Assets” may also include all Securities held on behalf of Customer in an SEI Trust safekeeping and clearing account with a sub-custodian or securities depository including, but not limited to, the Depository Trust and Clearing Corporation (“DTCC”), the Federal Reserve Bank (“FRB”) and other sub-custodial agencies. | |
| (4) | “Business Day” means each day on which the New York Stock Exchange and/or the Federal Reserve Bank is open for business. | |
| (5) | “Cash” includes cash or cash equivalents including money market funds. | |
| (6) | “Confidential Information” means (a) with respect to Customer, all Customer Client Data; (b) with respect to SEI Trust, the SEI Trust Proprietary Information and the provisions of this Agreement; and (c) with respect to each party, any of such party’s proprietary or confidential information, including, without limitation, technical data, trade secrets, know-how, business processes, product plans, product designs, service plans, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, and marketing, distribution or sales methods and systems, sales and profit figures or other financial information that is disclosed, directly or indirectly, to a party (in such capacity, the “Recipient”) by or on behalf of the other party (in such capacity, the “Disclosing Party”), whether in writing, orally or by other means and whether or not such information is marked as confidential. However, “Confidential Information” does not include any of the information that: (i) prior to disclosure by the Disclosing Party, was generally known to the public; (ii) after disclosure by the Disclosing Party, becomes known to the public through no act or omission of the Recipient or any of its representatives; (iii) the Recipient can demonstrate by written records was previously known by it or was independently developed by or for it without use of confidential information provided by the Disclosing Party; or (iv) is, or becomes available to the Recipient on a non-confidential basis from another Person that, to the Recipient’s knowledge, is not prohibited from disclosing such information to the Recipient by a legal, contractual or fiduciary obligation to the Disclosing Party. | |
| (7) | “Control” means the direct or indirect ownership of at least 50% of the outstanding voting securities of a Person, or the right to receive over 20% of the profits or earnings of a Person, or the right to control the policy decisions of a Person. | |
| (8) | “Custodial Services” means the custodial services identified in Exhibit C. | |
| (9) | “Custom Work” means any and all custom programming, custom coding, custom software, custom interfaces, custom statements, and consulting (including, without limitation, the intellectual property rights included in or appurtenant to the foregoing) that SEI Trust may create or perform at Customer’s request and expense pursuant to an SEI Trust work authorization or other written agreement between the parties. | |
| (10) | “Customer Client Data” means the confidential and proprietary data or information about Customer’s Clients, including any Nonpublic Personal Information, provided to SEI Trust by or on behalf of Customer pursuant to this Agreement. | |
| (11) | “Customer’s Clients” means the clients or customers of Customer. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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| (12) | “Documentation” means the standard user guides and operating manuals made available from time to time to Customer by SEI Trust. | |
| (13) | “Fees” means the fees and other amounts payable by Customer pursuant to this Agreement including, without limitation, the fees and other amounts identified in Exhibit D, as such fees and other amounts may be adjusted from time to time in accordance with this Agreement. | |
| (14) | “Funds” includes open-end mutual funds, collective trust funds and common trust funds. NOTE: SEI Trust provides services for (i) back-end load mutual funds and (ii) front-end mutual funds where the front end load has been waived and front-end load funds where the front-end load has not been waived. | |
| (15) | “Xxxxx-Xxxxx-Xxxxxx Act” means the Financial Modernization Act of 1999, as the same may be amended from time-to-time, together with all regulations promulgated thereunder. | |
| (16) | “Instructions” or “Instructed” means (i) a written Customer request, which is signed by any person authorized in Customer’s corporate resolution to issue such requests, which is delivered to SEI Trust in paper form, electronic form or through facsimile transmission; or (ii) in the event of a technical breakdown of the facsimile capability or electronic transmission capability at the site of Customer or SEI Trust, SEI Trust may accept an oral request or order issued by any person who is authorized by Customer in Customer’s corporate resolution to issue such instructions, providing such persons shall identify themselves with identification codes. | |
| (17) | “Intellectual Property Rights” means any and all intellectual property rights, including, without limitation, patent rights, copyrights, trademarks, know-how and trade secrets. | |
| (18) | “Law” means any federal, state or local law, statute, ordinance, charter, constitution, treaty, code, rule, or regulation, including common law. | |
| (19) | “Marketable Assets” are defined as Securities and Funds which are listed on a national exchange or clearing facility (NYSE, NASDAQ, NSCC etc.) or for which a liquid market exists for trading purposes. | |
| (20) | “Person(s)” means any corporation, partnership, limited liability company, joint venture, other legal entity or natural person. | |
| (21) | “SEI Trust Proprietary Information” means the manuals, user guides, operating manuals, user documentation, business plans, business processes, software code, trade secrets, designs, concepts, discoveries, ideas, enhancements, improvements, inventions, systems, Custom Work and other confidential or proprietary information supplied or disclosed (whether before, on or after the Effective Date) by or on behalf of SEI Trust to Customer in connection with this Agreement including, without limitation, the Documentation, the System and the Licensed Products. | |
| (22) | “Securities” includes DTCC eligible municipal, corporate, and asset backed fixed income instruments, collateralized mortgage obligations (“CMOs”), equities, closed-end mutual funds and American Depository Receipts (“ADRs”); financial instruments issued by either the U.S. Treasury or agencies of the federal government; mortgage pools; commercial paper; repurchase agreements; covered call options; and international equities and fixed income instruments that are settled through SEI Trust’s Global Custodian. The term Securities specifically excludes: limited partnerships, private placements, promissory notes, guaranteed investment contracts (“GICs”), restricted stock, royalty/lease contracts, banker’s acceptance notes, master notes, savings bonds; bank deposit products; state and local government series (“SLGS’s”); or derivative investments such as options (other than covered calls) and futures. | |
| (23) | “Services” means (a) the services identified in Exhibit B and C to be delivered by SEI Trust to Customer and (b) the services described elsewhere in this Agreement to be performed by SEI Trust in accordance with and subject to the provisions of this Agreement. | |
| (24) | “System” means the Trust3000 system or other systems utilized by SEI Trust (subject to Section 2.02) from time to time in connection with the Services. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit A — Page 2
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| (25) | “Term” means the Initial Term and any Renewal Term(s). |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit A — Page 3
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Exhibit A-1
(Insurance Requirements)
Commercial General Liability on an “occurrence” basis in an amount not less than $1,000,000
each occurrence, $2,000,000 aggregate;
Excess/Umbrella Liability Coverage on an “occurrence” basis in an amount not less than $5,000,000
per occurrence, $10,000,000 aggregate;
“Special Form” Business Property Insurance covering SEI Trust’s buildings, business personal
property and loss of business income, with guaranteed replacement cost coverage.
Each of the above-referenced insurance coverages shall be evidenced by delivering Customer, upon
Customer’s request, a Certificate of Insurance showing the coverage(s), insurers, limits, policy
numbers and expiration dates, and such evidence of insurance shall be supplied on an annual basis
upon Customer’s request.
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit A — Page 4
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EXHIBIT B
ACCOUNT SERVICES
ROLES AND RESPONSIBILITIES
ROLES AND RESPONSIBILITIES
I ASSET PROCESSING AND TAX REPORTING SERVICES
NOTE: SEI Trust is under no duty to supervise Customer’s investments, or to advise or make
any recommendation to Customer with respect to the purchase or sale of any Securities, Funds or
Cash investments.
NOTE: With respect to Assets to which information regarding pricing, calls, dividend announcements,
corporate reorganizations and similar events are not regularly made public in media generally
available, SEI Trust’s responsibility is limited to safekeeping without any duty to value, detach
coupons, present for conversion or redemption, or take similar action affecting such Assets, except
upon receipt of authorized Instructions from Customer.
| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
| 1. CORE TRUST APPLICATION | ||||||
Core
|
System | • Identify any additional,
specific code requirements.
• Advise SEI Trust of any
unique code requirements.
|
• Provide access to the most
current release of System throughout the term of the Agreement.
• Provide documentation on
current System releases. |
|||
• Utilize model bank codes
reflecting industry standard
practices. |
||||||
• Customize codes as required. |
||||||
• Confirm impact of codes on
statements, processing environment,
custom requests, etc. |
||||||
• Provide access to the System
processing environment for on-line
processing during the hours of 7: 00
am — 7:00 pm Eastern Time (ET)
Monday — Friday, excluding Customer
holidays, Saturdays and Sundays. |
||||||
| 2. CUSTODY AND SECURITY PROCESSING | ||||||
Core
|
Custody and Clearing | • SEI Trust will keep
Customer’s Assets safely in
accordance with its standard
procedures. |
||||
• SEI Trust will hold
Securities in an SEI Trust account at
a depository, clearing or custodial
institution, which may include DTCC,
FRB or other custodial and clearing
institutions. |
||||||
• SEI Trust will provide
custody |
||||||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 1
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| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
for physical Securities,
while such Securities are in
transmission from or to DTCC, FRB or
other sub-Custodians. |
||||||
| 3. ASSET SERVICES | ||||||
Core
|
Asset Setup and Maintenance | • Provide indicative
data on any non-Marketable Assets
to SEI Trust.
• Provide Instructions
to SEI Trust for initial Asset
set-up on System.
• As required by SEI
Trust or Special Third Party Vendors,
enter into direct agreements with
Special Third Party Vendors to receive
and use data, reference, pricing, or
similar information provided by
such Special Third Party Vendor
through SEI Trust.
|
• Receive Asset indicative data
from Special Third Party Vendors for
Marketable Assets.
• Establish Asset data in the
asset master file on System.
• Periodically update Asset
indicative data |
|||
Core
|
Asset Pricing | • Review aged pricing reports
and provide pricing on any
non-Marketable Assets or unpriced
Assets to SEI Trust.
• Determine disposition of
worthless Assets.
|
• Receive pricing information
for Marketable Assets from Special
Third Party Vendors.
• Post Marketable Asset prices
to System.
• Provide aged pricing reports
to Customer. |
|||
• Manually post non-Marketable
Asset prices and prices for other
Assets provided by Customer to System
on receipt of Instructions from
Customer. (Customer acknowledges and
agrees that SEI Trust is entitled to
rely on such prices as provided by
Customer and shall not verify, and
has no obligation to verify any such
prices provided by Customer.) |
||||||
• Remove worthless Assets from
Accounts on receipt of Instructions
from Customer. |
||||||
| 4. SECURITIES PROCESSING | ||||||
Core
|
Trading | • Enter trade orders on
System.
• Place trade with outside
broker and notify SEI Trust of
trade allocation through supported
industry trade routing facility.
• Affirm trades through
supported industry trade routing
facility.
|
• Pend trades to System based
on receipt of notification from
supported industry trade routing
facility (as of the Effective Date,
DTCC ID confirms and SWIFT messages
are supported). For trades to pend,
notification must be in good form
with all required information. |
|||
| NOTE: As of the Effective Date, the SWIFT message types that are supported are inbound Settlement Instructions (MT540, MT541, | ||||||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 2
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| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
| MT542, MT543); and Settlement Confirmations and Cancellations (MT544, MT545, MT546, MT547). | ||||||
Core
|
Securities Settlement |
• Assist with issue
resolution on failed trades.
• Notify investment managers
of SEI Trust’s settlement delivery
instructions.
|
• Settle trades in Account on
contractual settlement date — when
affirmed by Customer or investment
manager and recognized by DTC as
being affirmed within industry
guidelines (12:00 p.m. T+2). |
|||
• Settle trades in Account on
contractual settlement date for next
day and same day trades when trades
are entered within SEI Trust’s
pre-established cutoff time of 2:00
p.m. and valid delivery instructions
are provided. NOTE: SEI Trust has
the right to exclude any trade from a
client’s daily net settlement that
does not settle, due to late and or
invalid delivery instructions. |
||||||
• Monitor and communicate
failed trades with broker and/or
Customer |
||||||
• Notify Customer if problems
arise with actual settlement at
depositories or sub-custodians. |
||||||
• Net settle activities with
depositories or sub-custodians. |
||||||
• Provide Customer with SEI
Trust settlement instructions. |
||||||
Core
|
Domestic Proxies | • Indicate election of
“account votes” or “bank votes”
when establishing Account on
System.
• Perform periodic Account
set-up and proxy control file
audit.
• Vote “bank votes” proxies
as required.
• Maintain proxy control
file on System.
• Monitor proxies sent to
default addresses.
• Set up interested party
proxy tickler on System and
designate whether to provide annual
report.
|
• Create proxy control file on
System.
• Process record date file
received from third-party proxy
notification vendor.
• Qualify Accounts with proxy
record date positions.
• Send files with qualified
list of Account positions to
third-party proxy notification
vendor.
• Deliver, or cause to be
delivered, to Customer all notices,
proxies and proxy soliciting
materials relative to such
Securities. |
|||
| NOTE: Neither SEI Trust nor any nominee of SEI Trust will vote any proxies of the Securities held hereunder by or for Customer. Proxies will be delivered without |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 3
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| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
| indicating the manner in which such proxies are to be voted. | ||||||
Core
|
Free Receipts | • Provide SEI Trust with all
required documentation to pend and
settle free receipts into Accounts.
• Provide SEI Trust with
Instructions using the TIF or other
SEI Trust approved forms as
required by SEI Trust.
• Provide assistance with
exceptions as necessary.
|
• Review documentation received
from Customer including TIF, physical
certificate, prior custodian
statements, legal documents and
taxlot information and notify
Customer of any additional action
and/or documentation required.
• Post pending free receipt to
the Account. |
|||
| NOTE: Both parties will also comply with the roles and responsibilities as set forth in the then current documentation for the ACATS product and BSP Operating guide — Asset Transfers. | • Monitor receipt of Securities
at sub-custodian or depository.
• Settle Securities and post
into Accounts.
• Provide custody for physical
Securities, while such Securities are
in transfer to DTCC, the FRB or
sub-custodian agencies, as needed. |
|||||
• Provide status reporting of
activities. |
||||||
Core
|
Free Deliveries | • Provide SEI Trust with
Instructions using TIF or other SEI
Trust approved forms as required by
SEI Trust.
• Provide SEI Trust with all
required documentation to complete
free delivery.
NOTE: Both parties will also
comply with the roles and
responsibilities as set forth in
the then current documentation for
the ACATS product and BSP Operating
guide — Asset Transfers.
|
• SEI Trust will withdraw or
deliver Securities in accordance with
Customer’s Instructions.
• Review documentation received
from Customer and notify Customer of
any additional action and/or
documentation required.
• Monitor delivery of
Securities at sub-custodian or
depository.
• Remove Securities from
Accounts.
• Provide custody for physical
Securities, while such Securities are
in transfer from DTCC, the FRB or
sub-custodian agencies, as needed. |
|||
Core
|
Income/Interest/ Paydowns |
• Provide SEI Trust with
supporting documentation to collect
on claims as needed.
• Post Dividend Reinvestment
Plan (DRP) transactions as needed.
|
• Monitor income/paydown
announcement reporting services. SEI
Trust will not be responsible for
processing income/paydowns unless
notice of such income/paydown is
published in a financial reporting
service to which SEI Trust
subscribes. |
|||
• Receive and process
income/interest/ paydown to Accounts. |
||||||
• Monitor past due
income/interest/ paydown and process
claims as needed. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 4
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| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
| NOTE: SEI Trust does not support DRP transaction processing. | ||||||
Core
|
Corporate Actions Processing |
• Decide disposition of
voluntary corporate actions and
provide Instruction to SEI Trust
prior to the SEI Trust response
deadline.
• Distribute corporate action
notices to appropriate internal and
external parties.
|
• Monitor corporate action
reporting services and notify
Customer of receipt of notice by SEI
Trust of corporate actions including,
but not limited to, calls for
redemption, tender offers,
subscription rights, mergers,
reorganizations or similar actions
affecting the Securities held in the
Accounts. SEI Trust will not be
responsible for processing mandatory
or voluntary corporate actions unless
notice of such corporate action is
published in a financial reporting
service to which SEI Trust
subscribes. |
|||
• Should any Securities held in
any depository or sub-custodian be
called for a partial redemption by
the issuer of such Securities, SEI
Trust is authorized in its sole
discretion to allot the called
portion to the respective holders in
any manner deemed to be fair and
equitable in SEI Trust’s judgment. |
||||||
• Post mandatory corporate
actions to Accounts. |
||||||
• Notify Customer of voluntary
corporate actions for decision and
provide SEI Trust’s response
deadline. SEI Trust is not
responsible for the processing of
voluntary corporate actions in cases
where Instructions are not received
from Customer prior to the SEI Trust
response deadline. |
||||||
• Process voluntary corporate
actions as required based on
responses received from Customer. |
||||||
• Sell fractional shares
resulting from corporate actions as
needed and post proceeds to Account. |
||||||
Core
|
Class Action Suits | • Determine participation in
class action suit and notify SEI
Trust.
• Complete any required
paperwork and timely forward same
to SEI Trust.
|
• Inform Customer of class
action suit notifications for which
SEI Trust receives written notice
from the claims administrator.
• Determine which Accounts are
subject to the class action and |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 5
Execution Version
130844
130844
| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
notify Customer of same. |
||||||
• Assist Customer as needed to
complete required paperwork. |
||||||
• Submit the class action per
Customer instructions. |
||||||
• Post settlement monies to
Accounts as received from claims
administrator. |
||||||
| NOTE: SEI Trust performs the above class action suit processing for Accounts to the extent SEI Trust maintains (per its record retention policy) the data relevant to designated class action period (as such period is defined in the class action notice). | ||||||
Optional
|
Tax Reclaim Processing Services. [NOTE: At the time that SEI Trust commences offering this service, this service will be limited to DTCC Eligible Dividend Service (EDS) securities only.] | • Provide any and all
required information in connection
with tax reclaim activities
directly to the Special Third Party
Vendor. Customer confirms that it
has obtained any and all approvals
from its clients and customers in
connection with the reclaim of
withheld amounts and SEI Trust’s
deduction of amounts owed to SEI
Trust and any third parties from
funds in the applicable Accounts.
|
• Provide the Tax Reclaim
Processing extract to a Special Third
Party Vendor (Globe Tax Services,
Inc. or a successor tax reclaim
processor as may be selected from
time to time by SEI Trust) on each
Business Day. The Tax Reclaim
Processing extract will be comprised
of a beneficial owner file and a
record date file. The recovery of
all tax reclamation amounts and all
tax reclamation activity by the
Special Third Party Vendor is deemed
to be a Special Third Party Service.
• Receive record date
allocation of election(s).
• Balance and submit
election(s) to DTCC EDS.
• Post income and available
reclaim to entitled Account(s). |
|||
Core
|
Maturities Processing |
• Provide SEI Trust with
supporting documentation to collect
on claims as needed.
|
• Settle maturity activities
with depository or sub-custodian.
• Post proceeds of maturity
into Account and deliver Security
position. |
|||
Core
|
Reconciliation | • Provide SEI Trust with
assistance to resolve exceptions as
necessary.
|
• Reconcile omnibus Securities
positions to sub-custodian/depository
daily. |
|||
• Reconcile omnibus Securities
positions to Account positions
weekly. |
||||||
• Identify exceptions and
process as appropriate. |
||||||
| • Periodically review aged items. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 6
Execution Version
130844
130844
| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
| 5. MUTUAL FUNDS PROCESSING | ||||||
Core
|
Trading | • Enter trades into System or
provide trade file to SEI Trust for
upload into System.
• Provide information for
account setup with fund company as
needed for initial Fund purchases,
including dividend reinvestment
instructions.
• Designate dividend
reinvestment method for Account on
System.
• In submitting instructions
for the purchase, redemption or
exchange of shares of Funds,
Customer shall ensure that the
transaction complies with (a) the
terms of the applicable Fund’s then
current governing documents,
including without limitation,
the prospectus, and statement
of additional information, and (b)
any policies and rules of the Fund,
including, but not limited to, such
Fund’s policies/rules concerning
eligibility, redemption fees,
frequent trading and closed funds.
|
• Establish account with fund
company for initial purchases.
• Process NSCC/FundServ
eligible trades via automated Fund
trading platform.
• Process NSCC/FundServ
ineligible trades directly with fund
company.
• Monitor trade movements
through System.
• Identify exceptions and
process as appropriate. |
|||
Core
|
Settlement | • Assist with issue
resolution on failed trades.
|
• Settle trades in Account on
contractual settlement date. |
|||
• Notify Customer if problems
arise with actual settlement at fund
company or NSCC/FundServ. |
||||||
• Monitor and communicate
failed trades to Customer. |
||||||
• Net settle activities with
NSCC/FundServ or fund company. |
||||||
Core
|
Free Receipts | • Provide SEI
Trust with all
required
documentation to
pend and settle
Free Receipts into
Accounts.
• Provide
SEI Trust
with
Instructions using
TIF or other SEI
Trust approved
forms as required
by SEI Trust.
• Provide
assistance with
exceptions as
necessary.
NOTE: Both parties
will also comply
with the roles and
responsibilities as
set forth in the
then current
documentation for
the ACATS product
and BSP Operating
guide — Asset
Transfers.
|
• Review
documentation
received from
Customer including
TIF, physicals,
prior custodian or
fund company
statements, legal
documents and
taxlot information
and notify Customer
of any additional
action and/or
documentation
required.
• Post
pending free
receipt to the
Account.
• Monitor
receipt of Funds at
fund company or
NSCC/FundServ.
• Settle
Funds and post into
Accounts.
• Provide
status reporting of
activities. |
|||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 7
Execution Version
130844
130844
| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
Core
|
Free Deliveries | • Provide SEI Trust with
Instructions using the TIF or other
SEI Trust approved forms as required
by SEI Trust.
• Provide SEI Trust with all
required documentation to complete
free delivery.
• Provide assistance with
exceptions as necessary.
• Respond timely to ACAT
requests NOTE: Both parties will also comply with the roles and responsibilities as set forth in the then current documentation for the ACATS product and BSP Operating guide — Asset Transfers. |
• Withdraw or deliver Funds in
accordance with Instructions.
• Review documentation received
from Customer and notify Customer of any
additional action and/or documentation
required.
• Monitor delivery of Funds at
fund company or NSCC/FundServ.
• Remove Funds from Accounts.
• Provide status reporting of
activities. |
|||
Core
|
Corporate Actions Processing for Funds |
• Provide SEI Trust with all
assistance and documentation
reasonably requested by SEI Trust in
connection with the event.
|
• Execute appropriate changes to
the Account to accommodate the event,
all in accordance with SEI Trust’s
standard procedures |
|||
Core
|
Income And Capital Gain Distributions |
• Designate dividend
reinvestment instructions on initial
Account purchases, and periodically
as changes are requested.
• Provide SEI Trust with
supporting documentation to collect
on claims as needed.
|
• Monitor income announcement
reporting services.
• Pre-reconcile income and
principal payments.
• Post payments to Accounts.
• Complete Fund dividend
reinvestment transactions as needed.
• Identify exceptions and process
as appropriate.
• Update dividend re-investment
option as instructed by Customer. |
|||
Core
|
Automated Portfolio Realignment |
• Define and notify SEI Trust
of options for portfolio realignment,
including frequency.
• For Non-SEI Fund portfolios,
establish and maintain Portfolio
Realignment models on System
• Assign Portfolio Realignment
designation at time of Account setup.
• Review simulated
(not-for-real) report and make any
required corrections on System prior
to actual (for real) Portfolio
Realignment.
|
• Establish automated realignment
frequency on System.
• For SEI Fund portfolios,
establish and maintain Portfolio
Realignment models on System.
• Create simulated (not-for-real)
report prior to actual Portfolio
Realignment.
• Perform automated Portfolio
Realignment in accordance with
Customer’s Instructions. |
|||
Core
|
Mutual Fund Reconciliation |
• Provide SEI Trust with
assistance and documentation, as
needed, to resolve exceptions.
|
• Reconcile Account Fund positions
to fund company, at minimum on a monthly
basis.
• Provide monthly position
reconciliation report to Customer. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 8
Execution Version
130844
130844
| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
• Identify exceptions and process
as necessary.
• Periodically review aged items. |
||||||
Core
|
Short Term Redemption Fee Processing for Accounts where all participant level activity is housed on the System | • Notify SEI Trust of certain
short term redemption fee exemptions
when appropriate (i.e., hardship
withdrawals).
|
• Identify trades subject to
redemption fees.
• Reverse a transaction and repost
with redemption fee.
• Forward proceeds and a report of
all transaction subject to a redemption
fee to the Fund |
|||
Core
|
Short Term Redemption Fee Processing for Accounts where all participant level activity is not housed on the System (“Aggregated Accounts”) | • Supply SEI Trust the list of
Aggregated Accounts (both initial and
ongoing) that Customer is responsible
for tracking short term redemption
fees.
• Monitor plan participant
level trading activity to identify
transactions eligible for redemption
fee processing.
• Place a redemption
transaction at the plan level account
on System to cover short term
redemption fee, as applicable.
• On the last business day of
each month, supply SEI Trust with a
redemption fee tracking report in the
format required by SEI Trust (each, a
“RFT Report”) that lists the affected
Accounts and their corresponding
trade date, trade amount and
redemption fee amount. A sample RFT
Report is available from SEI Trust
upon request.
• Reconcile the RFT Report to
the redemption suspense account.
• Reconcile errors of
redemption fee payments. For errors
in excess of $25, process reclaim for
such amounts.
• Respond to and resolve Fund
inquiries.
• Provide, upon request of SEI
Trust or a Fund, a certification that
Customer and each Third Party
Administrator (“TPA”) tracking
redemption fees have the ability to
(a) determine transactions eligible
for a redemption fee, (b) calculate
and process the redemption fee
|
• Code Aggregated Accounts on
Trust 3000 System as “Record Keeper”
accounts.
• Open a redemption suspense
account for Customer.
• On the next business day after
receipt of RFT Report, forward proceeds
and the RFT Report to the applicable
Fund as instructed by Customer in the
RFT Report.
• Refer Fund to Customer for
inquiries. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 9
Execution Version
130844
130844
| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
and (c) process such redemption fee in
accordance with this Agreement.
• If Customer or TPA can not
support the processing of redemption
fees in accordance with this
Agreement, Customer will inform the
end client that it is prohibited from
submitting orders for the affected
Funds, and Customer will not accept
instructions to purchase such shares
from the end client.
• Undertake any corrective
activity related to incorrect
redemption fee information. |
||||||
Core
|
Market Timing processing for all Accounts where all participant level activity is housed on the System | • Receive notification from
SEI Trust that account transaction
was identified as market timing, and
a stop purchase was placed on
account.
|
• Monitor market timing report
weekly to identify transactions eligible
for market timing.
• Notify Customer of transactions
qualifying for market timing .
• Notify the Fund of accounts
qualifying for market timing and follow
Fund’s direction.
• If Fund authorizes SEI Trust to
place a purchase restriction notify
Customer.
• Place purchase restriction and
monitor until date purchase restriction
can be removed. |
|||
Core
|
Market Timing Processing for Accounts where all participant level activity is not housed on the System (“Aggregated Accounts”) | • Monitor Plan level accounts
for market timing where the
participant level activity is not on
the Trust3000 System • Notify SEI Trust of
participants that exceed the market timing threshold
identified in the prospectus of the
applicable Fund
|
• Code Aggregated Accounts on
System as “Record Keeper” accounts.
• Receive participant level detail
from Customer for participant level
accounts that exceeded the market timing
frequency.
• Communicate violation to the
Fund and follow directions from the
Fund.
• Communicate Fund direction to
the Customer and execute instructions
received from Fund. |
|||
Core
|
Roles and Responsibilities under Rule 22c-2 |
• Code Accounts on the
Trust3000 System as Individual
(INDI), Plan or Omnibus (OMNI).
• If Account is Plan or OMNI,
code with appropriate BTRAC (UFS)
number assigned by DTCC.
• Contact Third Party
Administrator and collect underlying
participant transaction information,
account information, tax payer
identification
|
• Process Fund requests.
• Monitor all NSCC requests,
response and reject reports.
• Direct Customer to collect
Transaction Data and forward Transaction
Data to the Fund or SEI Trust as
required.
• Place “Stop Purchase” on Account
if directed by the Fund. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 10
Execution Version
130844
130844
| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
number, and other data
required by the Fund (collectively,
“Transaction Data”).
• Timely forward Transaction
Data to SEI Trust or the Fund as
directed by SEI Trust and in the
format directed by SEI Trust. |
||||||
| 6. CASH PROCESSING | ||||||
Core
|
Cash Receipts | • Receive all Customer Client
credits in Customer’s settlement GL
or DDA, as required.
• Process credits to
Accounts.
|
• After System posting, include
proceeds as part of Daily Net Settlement
with Customer.
• Provide Customer on-line access
to SEI Trust’s DDA maintained for
Customer. |
|||
Core
|
Cash Disbursements |
• Establish one time and
recurring distribution records on
System.
• Ensure cash disbursement
request is covered through available
funds in Account (sweep or actual
cash).
• Confirm cash disbursements
and post to Accounts as intended. NOTE: SEI Trust reserves the right to charge Customer for overdraft fees at the then current rates. |
• Print and mail checks, in
accordance with Cash Disbursement
entries posted by Customer in System.
• Process outgoing wires and ACH
transactions, in accordance with Cash
Disbursement entries posted by Customer
in System.
• Perform ARP services with SEI
Trust’ relationship bank.
• Process and mail ACH
disbursement advices. NOTE: SEI Trust mails all checks via US Postal service. Priority shipments will be sent using SEI Trust’s preferred carrier provider. Customer shall be responsible to reimburse SEI Trust for all priority mailing costs incurred by SEI Trust on Customer’s behalf. All priority mailing costs are subject to prevailing carrier rates |
|||
Core
|
Outstanding Check/Void Stop Payment Processing |
• Verify outstanding checks
against System transactions.
• Provide Instructions to SEI
Trust regarding void/stop payments.
• Request check reissues as
necessary.
• Contact payee to inform them
of outstanding checks.
• Escheat funds for outstanding
checks to state agencies as required.
|
• Provide Customer with a monthly
list of stale and outstanding checks.
• Reconcile outstanding checks to
SEI Trust DDA.
• Process stop payment/void
requests in accordance with standards
published in SEI Trust’s operating
guide. |
|||
Core
|
Automated Daily Net Settlement Program |
• Reconcile current day cash
transactions to the settlement report
• If necessary, correct
transactions in System.
• Communicate to SEI
Trust any
|
• Create settlement reports and
transmit to Customer.
• Initiate daily net settlement
wire, as necessary. |
|||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 11
Execution Version
130844
130844
| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
adjustments to the
settlement report.
• Initiate or verify receipt of
daily net settlement wire |
||||||
Core
|
Cash Reconciliation |
• Reconcile Cash movement
related transaction entries to
Customer-maintained DDA account or
general ledger account.
• Work with SEI Trust to
resolve cash exceptions in SEI Trust
DDA.
• Monitor Cash balances in
Accounts, and resolve overdrawn cash
balances.
|
• Reconcile cash movements to
transactions.
• Note: If Trust Funds outstanding
are held in a client account, a BAI File
is required
• Provide Customer with list of
differences daily. |
|||
Core
|
Automated Cash Sweep (Including Intra-Day) |
• Activate Accounts for
intraday sweep eligibility as needed.
• Select standing sweep vehicle(s) or ACM Model(s).
|
• Establish automated sweep
functionality on System.
• Sweep excess Cash from Accounts
into selected investment vehicle(s) on a
nightly and intraday basis. |
|||
| 7. RETIREMENT BENEFIT PAYMENT SERVICES | ||||||
Core
|
Retirement Benefit Payment Services (Scheduled and Non-Scheduled) |
• Establish the plan’s
account(s) on the System
• Manage relationships and
strategic communication with plan
sponsors
• Handle participant and plan
sponsor inquiries
• Provide data entry of both
non-financial and financial
transactions when data is not
eligible for file transfer or
Internet self-service entry, if
desired
• Advise SEI Trust of all
required reporting requirements or
any other special processing
requirements
• Promptly notify SEI Trust of
any participant death or other status
change
• Provide operational oversight
by reviewing online management
reports and notifying SEI Private
Trust of any discrepancies or errors
• Resolve all checks aged
greater than 180 days
• Retain all participant and
plan benefit payment documentation as
required by applicable law.
|
• Receive and validate file
transfers with account maintenance
and/or payment transaction information
• Provide data entry of both
non-financial and financial transactions
when data is not eligible for file
transfer or self-service entry
• Handle participant and plan
sponsor inquiries, if requested
• Verify check & memo information
entered by SEI Trust
• Generate verification reports
• Approve final verification
reports prior to check run
• Process approved payments
• Move funding for gross amount
into DDA in a timely fashion but no
later than requested payment date
• Reconcile and balance DDA
• Print checks
• Control check numbers
• Conduct quality assurance
monitoring on all check and advice
printing
• Distribute / mail checks
• Create ACH / EFT files
• Create wire files
• Create recon files
• Create TRUST3000 files |
|||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 12
Execution Version
130844
130844
| Core/ | ||||||
| Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
• Maintain appropriate balancing
and input controls
• Assist, as necessary, with audit
and audit reporting
• Assist with exception resolution. |
||||||
Included with
purchase of
Retirement Benefits
Services
|
Tax Reporting and Filing Services |
• Provide SEI Trust with tax
withholding Instructions.
• Ensure withholding
information is correct.
• Review Tax Status Reports for
accuracy and notify SEI Trust of any
discrepancies or errors
|
• Calculate & withhold federal and
state taxes as directed by Customer.
[SEI Trust does not withhold, remit or
report FICA, FUTA, local, city or other
taxes that are beyond federal and state
income tax.] • Issue appropriate year-end tax
forms: 0000-X, 0000-XXX, 0000-XXX,
0000-XXXX, & 1042S) • Consolidate data for daily
filings
• Deposit federal and state taxes
that were withheld at direction of
Customer
• Transfer funds to the
appropriate taxing authorities
• Prepare and file returns with
federal & state agencies
• Handle inquiries from taxing
authorities
• Prepare and file amended
returns, as necessary
• Maintain payment system with
updated tax tables (current tax rates) |
|||
Included with purchase of Retirement Benefits Services |
Mortality Search and SSN Audit Service |
• Resolve discrepancies from
information provided during SEI
Trust’s periodic death audit
|
• Provide death audit report
• Conduct periodic death audits |
|||
Included with purchase of Retirement Benefits Services |
New Plan Set-ups |
• Provide SEI Trust with no
less than sixty days notice prior to
implementing a new plan (if possible)
• Gather and submit all
necessary data elements to SEI Trust
• Assist in reviewing
Participant Payment Register
• Obtain plan sponsor
“sign-off” and / or authorize SEI
Trust to begin normal payment
processing.
|
• Review all new plan data entered
by SEI Trust for completeness and
accuracy
• Convert data file into
appropriate format and upload into
pension payment system
• If required, manual enter data
into pension payment system
• Perform sampling of data
• Prepare trial balance and
compare against register of previous
service provider
• Generate Participant Payment
Register for review and sign-off |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 13
Execution Version
130844
130844
| Core/ Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
• Complete any necessary change requests |
||||||
| 8. TAX REPORTING SERVICES | ||||||
Core
|
Tax Reports | • Notify SEI
Trust of timing for
production of tax
report jobs
|
• Provide a transaction
report detailing account history
from appropriate tax year-end. |
|||
• Review OID
exception reports
and make
corrections
|
• Provide gain/loss and
qualified/not-qualified dividend
reporting. |
|||||
| If Customer does not utilize the Scientific Amortization and Accretion (“SAA”) product, SEI Trust shall: | ||||||
• Produce annual exception reports for OID |
||||||
• Produce annual OID
adjustment reports. |
||||||
• Send OID reports to tax
provider or Customer as requested. |
||||||
| If Customer utilizes SAA, SEI Trust shall: | ||||||
• Produce monthly exception
reports for OID. |
||||||
• Produce Monthly report of
SAA calculations. |
||||||
Core
|
MLP Reporting | • Review MLP
exception reports
and make account
corrections
|
• Provide data interface to
MLP service provider |
|||
| Special Third-Party Vendor Services | ||||||
• Provide Customer MLP
registration filing |
||||||
• Produce exception reports |
||||||
Optional
|
Forms and Tax Letter Production | • Review
transaction
exceptions
identified on
worksheets received
from Special Third
Party Vendor
periodically
throughout the
year.
• Notify SEI
Trust and/or the
Special Third Party
Vendor of necessary
corrections.
• Provide
approval to Special
Third-Party Vendor
providing tax
services to release
final tax forms and
tax letters to
print.
• Provide
direction to
Special Third Party
Vendor regarding
form reprints,
which may include
cases where an
income reallocation
factor was received
after the initial
tax form
production.
|
• Provide income reallocation
factors to Special Third-Party
Vendor at year-end, as factors
become available. Note: additional
fees shall apply to Non-1099
related factors.
• Address general tax
form related questions from
Customer, as required.
• Make any necessary
corrections to assets on System as
notified by Customer, following
Customer’s review of transaction
exception reports.
• Facilitate communication
with Special Third-Party Vendor
throughout form, tax letter and |
|||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 14
Execution Version
130844
130844
| Core/ Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
| • Distribute
tax forms to
intended
recipients,
according to IRS
guidelines.
• Respond to
tax related
inquiries from
Customer’s Clients,
IRS and other
governmental
agencies.
• Provide
approval to Special
Third Party Vendor
providing tax
services to release
final forms for
electronic tape
filing with IRS.
• Resolve all
“B-Notice” exceptions with IRS.
• Resolve
quarterly estimated tax due reports.
• Request run
of quarterly
estimated tax due
and transaction
job.
• Customer
shall communicate
directly with the
Special Third Party
Vendor throughout
form, tax letter
and IRS filing
production process.
In addition,
Customer shall be
responsible for
resolving
Customer’s Clients
Account specific
issues.
NOTE: Customer may
elect to utilize
additional services
related to form and
tax letter
processing.
Customer is
responsible for all
costs associated
with such services.
|
IRS
filing production process.
• Process quarterly estimate
balance due files from Tax Provider
at the Customer’s request. Special Third-Party Vendor Services: |
|||||
• Provide Customer with one
administrative workstation system
logon, for access to third-party
tax service provider’s tax
processing system.
• Provide access to tax data
for 48 months via Workstation.
• Provide Customer with
initial training on Workstation,
along with all pertinent product
documentation.
• Periodically provide
Customer with transaction exception
reports.
• Make necessary corrections
via the Workstation as notified by
Customer, following Customer’s
review of transaction exception
reports.
• Assist in tax interface
(“bridge”) problems or questions.
• Scrub data and prepare
forms
• Print forms and tax letters
with custom logo upon receipt of
authorization from Customer.
• Ship forms and tax letters
in bulk to Customer.
• Archive data to CD-ROM
after 48 months (2 copies to
Customer).
• Upon authorization from
Customer, create and file tapes
with the IRS with required form
data (provided if necessary).
•
For 1099/5498 forms: Provide tax processing of up to 15
sub-accounts tied to the main or
master account.
•
For non-1099/5498 forms: Provide tax processing of up to 2
sub-accounts tied to the main or
master account.
• Provide Out-of-State
municipal Interest (OSMI) reports,
if applicable, however, such
|
||||||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 15
Execution Version
130844
130844
| Core/ Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
service is optional and additional
fees shall apply. |
||||||
Core
|
Tax Bridge | • Maintain
account, position
and transactional
data necessary to
produce accurate
tax reporting.
|
• Bridge data to tax vendor
using SEI Trust standard utilities
(1041, 1099, 5498, 990 and 5227
records only). |
|||
• Provide tax
department or
vendor with
information needed
to produce
appropriate tax
forms and returns
for bridged
accounts. |
||||||
| NOTE: For tax form production services, other than service included in this Agreement, Customer is required to execute a separate agreement directly with third-party tax services provider and work with the vendor for form questions and production. |
9. GLOBAL CUSTODY PROCESSING SERVICES
TIER 1 and TIER 2 — USD BASED GLOBAL SECURITIES
PROCESSING, NO LOCAL VALUES, NO CURRENCY, NO GLOBAL
PROXY VOTING, LIMITED COUNTRIES.
TIER 3 — USD BASED GLOBAL SECURITIES PROCESSING,
ALLOWS FOR A FULLY DISCLOSED SEGREGATED ACCOUNT TO BE
MAINTAINED AT THE GLOBAL CUSTODIAN FOR AN INDIVIDUAL
INVESTOR, GLOBAL PROXY VOTING AVAILABLE, EXCLUDES
CURRENCIES.
| Core/ | Customer’s Roles & | SEI Trust Roles & | Tier | Tier | Tier | |||||||
| Optional | Responsibilities | Responsibilities | 1 | 2 | 3 | |||||||
Optional
|
Global Custody and Clearing | • SEI Trust
will maintain an
account with its
global custodian, who
will hold SEI foreign
securities through
its sub-custodian
network.
|
ü | ü | ü | |||||||
• If individual
accounts require
additional service
(global proxy), then
these accounts will
be fully disclosed at
the global custodian. |
||||||||||||
Optional
|
Global Asset Setup and Maintenance | • Provide
indicative data on
any non-Marketable
Assets to SEI
Trust.
• Provide
Instructions to SEI
Trust for initial
Asset set-up on
System.
|
• Receive Asset
indicative data from
Special Third Party
Vendors for
Marketable Assets.
• Establish
Asset data in the
asset master file on
the System.
|
ü | ü | ü | ||||||
Optional
|
Global Asset Pricing | • Review aged
pricing reports and
provide pricing on
any non-Marketable
Assets or unpriced
Assets to SEI
Trust.
• Determine
disposition of
|
• Receive
pricing information
for Marketable Assets
from Special Third
Party Vendors.
• Post
Marketable Asset
prices to System.
|
ü | ü | ü |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 16
Execution Version
130844
130844
| Core/ | Customer’s Roles & | SEI Trust Roles & | Tier | Tier | Tier | |||||||
| Optional | Responsibilities | Responsibilities | 1 | 2 | 3 | |||||||
worthless Assets.
|
• Provide aged
pricing reports to
Customer.
• Manually post
non-Marketable Asset
prices to System on
receipt of
Instructions from
Customer.
• Remove
worthless Assets from
Accounts on receipt
of Instructions from
Customer |
|||||||||||
Optional
|
Global Trading | • Provide
trade instructions
to SEI Trust.
• Assist SET
Trust to clear
exceptions as
necessary.
|
• Enter trades
into System. All
trades entered as USD
only.
• Provide
global custodian with
trade settlement
instructions.
• Monitor trade
activity and status.
• Identify
exceptions and
process as
appropriate.
|
ü | ü | ü | ||||||
Optional
|
Global Securities Settlement |
• Assist with
issue resolution on
failed trades.
|
• Global
custodian executes
Fx.
|
ü | ü | ü | ||||||
• Notify
investment managers
of SEI Trust’s
settlement delivery
instructions
|
• Settle trades
in Account on actual
settlement date as
provided by global
custodian. |
|||||||||||
• Monitor and
communicate failed
trades with broker
and/or Customer |
||||||||||||
• Notify
Customer if problems
arise with actual
settlement at
depositories or
sub-custodians. |
||||||||||||
• Net settle
activities with
depositories or
global custodian |
||||||||||||
• Provide
Customer with SEI
Trust settlement
instructions. |
||||||||||||
Optional
|
Global Free Receipts | • Arrange
detail of
settlement with
contra-broker.
|
• Review
instructions to
receive a non-US
asset.
|
ü | ü | ü | ||||||
• Share SEI
Trust’s local
settlement
instructions with
contra-broker
|
• Notify
Customer if
additional
details/documentation
required. |
|||||||||||
• Receive
contra-broker’s
local settlement
instructions.
• Provide SEI
Trust will all
required
information
|
• Notify global
custodian with trade
details.
• Monitor for
receipt of non-US
asset at global
custodian.
|
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 17
Execution Version
130844
130844
| Core/ | Customer’s Roles & | SEI Trust Roles & | Tier | Tier | Tier | |||||||
| Optional | Responsibilities | Responsibilities | 1 | 2 | 3 | |||||||
| to notify its global custodian to receive non-US assets. |
• Settle
securities and post
into account. |
|||||||||||
Optional
|
Global Free Deliveries |
• Arrange
details of
settlement with
contra-broker.
• Share SEI
Trust’s local
settlement
instructions.
• Provide
SEI
Trust with all
required
information to
notify its global
custodian to
deliver non-US
assets.
|
• Review
instructions to
deliver a non-US
asset.
• Notify
Customer if
additional
details/document
required.
• Monitor for
delivery of non-US
asset at global
custodian.
• Settle
securities and post
distribution into
Account.
|
ü | ü | ü | ||||||
Optional
|
Global Corporate Actions Processing |
• Communicate
disposition of
voluntary corporate
actions from
authorized parties
and provide
Instruction prior
to the SEI Trust
response deadline.
• Distribute
corporate action
notices to
appropriate
internal and
external parties.
|
• Monitor
corporate action
reporting services
and notify Customer
of receipt of notice
by SEI Trust of any
corporate actions
affecting the
Securities held in
the Accounts.
• Should any
Securities held in
any depository or
sub-custodian be
called for a partial
redemption by the
issuer of such
Securities, SEI Trust
is authorized in its
sole discretion to
allot the called
portion to the
respective holders in
any manner deemed to
be fair and equitable
in SEI Trust’s
judgment.
|
ü | ü | ü | ||||||
• Post
mandatory corporate
actions to Accounts. |
||||||||||||
• Notify
Customer of voluntary
corporate actions for
decision and provide
SEI Trust’s response
deadline. SEI Trust
is not responsible
for the processing of
voluntary corporate
actions in cases
where Instructions
are not received from
Customer prior to the
SEI Trust response
deadline. |
||||||||||||
• Process
voluntary |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 18
Execution Version
130844
130844
| Core/ | Customer’s Roles & | SEI Trust Roles & | Tier | Tier | Tier | |||||||
| Optional | Responsibilities | Responsibilities | 1 | 2 | 3 | |||||||
corporate
actions as required
based on responses
received from
Customer. |
||||||||||||
• Sell
fractional shares
resulting from
corporate actions as
needed and post
proceeds to Account.
|
||||||||||||
• Any foreign
cash payments
resulted from
corporate action
events will be
exchanged and posted
to the Accounts in
USD. |
||||||||||||
Optional
|
Global Income/Interest/ Paydowns |
• Provide SEI
Trust with
supporting
documentation to
collect on claims
as needed.
|
• Receive
announcement from
global custodian
daily
• Post
appropriate USD
income, less foreign
tax withheld
|
ü | ü | ü | ||||||
• Monitor
income/paydown
announcement
reporting services. |
||||||||||||
• Income is
posted upon actual
receipt of payment
from global custodian
|
||||||||||||
• SEI Trust
will not be
responsible for
processing
income/paydowns
unless notice of such
income/paydown is
published in a
financial reporting
service to which SEI
Trust subscribes, or
has been notified by
the global custodian. |
||||||||||||
• Receive and
process
income/interest/paydown
to Accounts. |
||||||||||||
• Monitor past
due income/interest/paydown
and process
claims as needed. |
||||||||||||
Optional
|
Global Maturities Processing |
• Provide SEI
Trust with
supporting
documentation to
collect on claims
as needed.
|
• Settle
maturity activities
with global
custodian.
• Post proceeds
of maturity into
Account and deliver
Security position.
|
ü | ü | ü | ||||||
• All maturity proceeds |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 19
Execution Version
130844
130844
| Core/ | Customer’s Roles & | SEI Trust Roles & | Tier | Tier | Tier | |||||||
| Optional | Responsibilities | Responsibilities | 1 | 2 | 3 | |||||||
will be
exchanged and posted
to the Accounts in
USD. |
||||||||||||
Optional
|
Global Reconciliation |
• Provide SEI
Trust with
assistance to
resolve exceptions
as necessary.
|
• Reconcile
Securities positions
to global custodian
daily.
• Reconcile
Securities positions
to Account positions
weekly.
|
ü | ü | ü | ||||||
• Identify
exceptions and
process as
appropriate. |
||||||||||||
Optional
|
Tax Reclaim Processing for assets serviced by global custodian (requires long-forms service). | • Support
reclaim vendor
requests for client
documentation
|
• Provide
detail of global
security positions to
Third Party Vendor or
global custodian for
reclaim calculation
• Post reclaim
to accounts when
received from vendor
|
ü | ü | ü | ||||||
Optional
|
Global Proxies | • Vote proxy
items on ADP
ProxyEdge Lite
website.
|
• Provide
vendor or global
custodian with
position data to
determine entitlement
for proxy voting
|
ü | ||||||||
| NOTE: Neither SEI Trust nor any nominee of SEI Trust will vote any proxies of the Securities held hereunder by or for Customer. Proxies will be delivered without indicating the manner in which such proxies are to be voted. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 20
Execution Version
130844
130844
ELIGIBLE COUNTRIES List for Tier 1, Tier 2 and Tier 3 (Note: Investments are limited to the
countries and depositories that are then currently supported by the global custodian; as of the
Effective Date, the list is as follows):
Tier 1 and Tier 2:
Argentina
|
Estonia | Kazakhstan | Nigeria | Sweden | ||||
Australia
|
Euroclear | Kenya | Norway | Switzerland | ||||
Austria
|
Finland | Latvia | Pakistan | Thailand | ||||
Belgium
|
France | Luxembourg | Philippines | Togo | ||||
Benin
|
Germany | Xxxx | Xxxxxxxx | Xxxxxxxx & Xxxxxx | ||||
Xxxxxxx
|
Xxxxx | Xxxxxxxxx | Xxxxxx | Xxxxxxx | ||||
Botswana
|
Guinea Bissau | Mexico | Senegal | United Kingdom | ||||
Bulgaria (equities)
|
Hong Kong | Namibia | Singapore | Uruguay | ||||
Burkina Faso
|
Indonesia | Netherlands | South Africa | Zambia | ||||
Canada
|
Ireland | New Zealand | Spain | Zimbabwe | ||||
Croatia
|
Ivory Coast | Niger | Swaziland | |||||
Denmark
|
Japan (other than JGB’s) |
Tier 3 — Countries identified with an asterisk (*) require full disclosure
Argentina
|
Czech Republic* | Ivory Coast | Niger | Swaziland | ||||
Australia
|
Denmark | Jamaica* | Nigeria | Sweden | ||||
Austria
|
Ecuador* | Japan (JGB’s)* | Norway | Switzerland | ||||
Bahrain*
|
Egypt* | Japan(not JGBs) | Oman* | Taiwan* | ||||
Bangladesh*
|
Estonia | Jordan* | Pakistan | Thailand | ||||
Belgium
|
Euroclear | Kazakhstan | Peru* | Togo | ||||
Xxxxx
|
Xxxxxxx | Xxxxx | Xxxxxxxxxxx | Xxxxxxxx & Xxxxxx | ||||
Xxxxxxx
|
Xxxxxx | Latvia | Poland* | Tunisia* | ||||
Botswana
|
Germany | Lebanon* | Portugal | Turkey* | ||||
Brazil*
|
Ghana | Lithuania* | Qatar* | Ukraine | ||||
Bulgaria (bonds)*
|
Greece* | Luxembourg | Romania* | United Arab Emirates* | ||||
Bulgaria (equity)
|
Guinea Bissau | Malaysia* | Russia | United Kingdom | ||||
Burkina Faso
|
Hong Kong | Mali | Senegal | Uruguay | ||||
Canada
|
Hungary* | Malta* | Singapore | Vietnam* | ||||
Chile*
|
Iceland* | Mauritius | Slovak Republic* | Venezuela* | ||||
China*
|
India* | Mexico | Slovenia* | Zambia | ||||
Colombia*
|
Indonesia | Morocco* | South Africa | Zimbabwe | ||||
Costa Rica*
|
Ireland | Namibia | South Korea* | |||||
Croatia
|
Israel* | Netherlands | Spain | |||||
Cyprus*
|
Italy* | New Zealand | Sri Lanka* |
NOTE: SEI Trust’s Global Custody Processing Services offering is provided only for repatriated
transactions on standard U.S. Dollar SEI System. Although SEI Trust can custody the assets within
the specified markets, SEI Trust cannot hold local currency within any of the listed markets and
all transactions are repatriated back into U.S. Dollars (including income, interest and maturity
proceeds).
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 21
Execution Version
130844
130844
II ADMINISTRATION SERVICES
| Core/Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
| 1. ACCOUNT SERVICES | ||||||
Core
|
Account Set-Up and Maintenance | • Establish account models on
System.
• Set up Accounts on System using
account models.
• Verify for accuracy and
maintain account characteristics fields
on System.
|
• Provide explanation
of account characteristic
fields on System. |
|||
Core
|
Automated Fee Processing | • Set-up fee schedules on
System.
• Assign fee schedules to
Accounts during the set-up process.
• Establish frequency for
automated fee jobs and notify SEI
Trust.
• Review fee report calculations
and adjust account characteristic
fields on System, as necessary.
• Upon receipt, allocate fees to
internal general ledger system.
|
• Provide fee reports
to Customer.
• Process fees and
debit Accounts at designated
periods.
• Post proceeds to fee
clearing (AUTOCOM)
accounts. |
|||
Core
|
Axys Reconciliation | • Assist in the research and
resolution of outstanding
reconciliation issues as requested by
SEI Trust
• Create Axys Performance Files
(if utilizing Axys performance
functionality).
• Calculate and validate
performance returns (if utilizing Axys
performance functionality).
• Edit Axys data as needed to
ensure accurate performance (if
utilizing Axys performance
functionality).
|
• Research and resolve
Dataport exceptions.
• Research and resolve
Axys Trade Blotter
exceptions.
• Reconcile Trust3000
positions to Axys positions.
|
|||
Core
|
Moxy Reconciliation | Assist in the research and resolution of outstanding reconciliation issues as requested by SEI Trust | • Every Processing
Day:
• Confirm that Advent
nightstream is completed
• Review status of load
of data files to Moxy
• If data files were
not successfully loaded,
research issue, attempt
correction of issue, and
re-load rejected files.
• Review errors on Moxy
import Event Log.
• For each error type,
utilize documented procedure
to resolve
• Re-Load taxlots
• Execute Moxy
Reconciliation process. Run
SQL stored procedure to
generate output.
• Research and
facilitate resolution of
exceptions |
|||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 22
Execution Version
130844
130844
| Core/Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
• If an exception
cannot be immediately
resolved, place owning
portfolio in ‘UNRECON’ group
• Remove all in-balance
portfolios from ‘UNRECON’
group
• Continue to research
and facilitate resolution of
exceptions for out of balance
portfolios
• Once portfolios are
in balance, remove them from
‘UNRECON’ group |
||||||
| 2. CLIENT REPORTING | ||||||
Core
|
Standard Trust Statement (Non-Graphical) |
• Define statement recipient
information and establish on System.
• Determine criteria for linking
Accounts, if required.
• Determine frequency of
statement production.
• Determine distribution method
and notify SEI Trust: options include
individual shipment of statements to
recipient directly, bulk shipment of
statements to Customer, or file
transmission to Customer.
|
• Establish automated
statement production
requirements.
• Generate statements
at period end.
• Conduct quality
assurance reviews, as
required.
• Print and distribute
statements per distribution
method provided by Customer.
|
|||
Core
|
Advanced Trust Statement (Graphical) |
• Define optional statement
parameters with SEI Trust’s
guidelines.
• Define statement recipient
information and establish on System.
• Determine criteria for linking
Accounts, if required.
• Determine frequency of
statement production.
• Determine distribution method
and notify SEI Trust: options include
individual shipment of statements to
recipient directly or bulk shipment of
statements to Customer.
|
• Establish automated
statement generation.
• Generate statements
at period end.
• Conduct quality
assurance reviews, as
required.
• Print and distribute
statements per distribution
method provided by
Customer. |
|||
| 3. AUDIT/COMPLIANCE/REGULATORY | ||||||
Core
|
Password and System Access | • Provide list of representatives
with specimen signatures of Customer
representatives who are authorized to
provide System access Instructions.
Provide name, PIN and required
functional access levels to SEI Trust
for user access to the System.
• Notify SEI Trust of any
functional authorization changes or
deletion of users.
|
• Establish and
maintain user ID’s, passwords
and functional access levels
per Instructions provided by
Customer.
• Reset passwords per
Instructions provided by
Customer. |
|||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 23
Execution Version
130844
130844
| Core/Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||||
Core
|
Audit of Internal Controls & Procedures | • Request report through SEI
Trust service team as needed.
|
• Provide Customer with
SEI Trust’s SSAE 16 (or
equivalent) annually or upon
Customer’s request. |
|||
Core
|
OFAC Monitoring |
FOR MONITORING ACCOUNT NAMES & ADDRESSES: |
FOR MONITORING ACCOUNT NAMES & ADDRESSES: |
|||
| NOTE: Customer retains primary responsibility for all OFAC monitoring and SEI Trust is providing only the assistance expressly set forth in this section of Exhibit B in connection with such OFAC monitoring. Nothing in this Section of Exhibit B relieves Customer of its obligation to maintain an Anti-Money Laundering Program in compliance with all laws applicable to it. | • Provide all Account name,
address and other records necessary to
comply with OFAC and anti-money
laundering laws and practices.
• Screen all new account name and
address records against the current
OFAC lists.
• Identify all “true positives.”
• If “true positive” identified,
notify OFAC within 10 days.
• If “true positive” is
identified freeze assets/block accounts
as required and notify OFAC within 10
days. FOR MONITORING DISBURSEMENTS: • Provide all Account name,
address and other records necessary to
comply with OFAC and anti-money
laundering laws and practices.
• Freeze assets / block accounts
as required.
|
Assist with account name and
address monitoring as
follows:
• Maintain most current
OFAC list.
• Screen Account name
and address records against
the most recent OFAC lists at
least monthly.
• Review “false
positives” generated by
screening.
• If review indicates
“true positive,” notify
Customer of the situation.
• Assist Customer with
OFAC notification.
• If “true positive” is
identified freeze assets /block
Accounts as required.
FOR MONITORING SEI TRUST GENERATED DISBURSEMENTS: |
||||
Monitor disbursements
generated by SEI Trust as
follows:
• Maintain most current
OFAC list.
• Screen disbursements
against OFAC list.
• Review “false
positives” generated by
screening.
• If “true positive”
identified, block the
disbursement transaction.
• Notify OFAC and
Customer of disbursement
attempt. |
||||||
Core
|
Audit/ Compliance/Regulatory Reporting | • Complete audit/compliance/regulatory
policies and procedures
based on internal and/or external
guidelines.
|
• Provide SEI Trust
standard reporting to
Customer to assist with
audit/compliance/regulatory
policies and procedures. |
|||
Core
|
Business Continuity and Disaster Recovery Services | • Determine level of Customer
participation in periodic testing.
|
• Maintain business
continuity and disaster
recovery plan for SEI Trust
services.
• Conduct periodic
disaster recovery tests.
• Document test
results, and provide results
to Customer upon request.
• Conduct regular data
back-ups. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 24
Execution Version
130844
130844
III TELECOMMUNICATION
| Core/Optional | Customer’s Roles & Responsibilities | SEI Trust Services | |||
| Telecommunication Circuit | |||||
Optional
|
• Monitor circuit
connectivity within Customer’s
network.
• Work with SEI Trust as
required to resolve connectivity
issues.
• Provide dedicated, dial-up
telephone line connected to modem
for providing out-of-band access
to the console ports of the SEI
Trust provided equipment; the dial
telephone line may be a POTS line,
a Centrex line or a PBX extension
with direct capability, but must
be a “dedicated” analog line
• Extend the Customer’s LAN
to which the SEI Trust provided
equipment is connected and provide
appropriate media adapter/cables
for connecting to its LAN
• Extend all access circuits
from the point where the Special
Third Party Vendor Circuit
Provider links on the Customer’s
premises to the location where the
SEI Trust provided equipment on
the Customer’s premises is
deployed
• Coordinate with SEI Trust
as it runs connectivity tests
|
• Provide
access to the
System via a
dedicated
telecommunication
circuit from
Customer location
to SEI Trust.
• Conduct
routine maintenance
and monitoring of
the
telecommunication
circuit from the
SEI Trust data
center up to and
including the
router entering
Customer’s data
center.
• Use
reasonable efforts
to work with
Special Third Party
Vendor Circuit
Providers (telecom
carriers, local
exchange carriers,
alternate access
vendors and
others), but SEI
Trust shall not be
responsible for
interruption to the
Services caused by
such Special Third
Party Vendors or
installation delays
caused thereby.
• If Customer
requires a backup
Circuit Provider
for daily online
traffic as well as
Disaster Recovery
purposes, SEI Trust
will work with
Special Third Party
Vendor to establish
alternate circuit
(additional
expense) |
|||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 25
Execution Version
130844
130844
IV CUSTOM PROGRAMMING
| Core/Optional | Customer’s Roles & Responsibilities | SEI Trust Services | ||
| Custom Programming | ||||
Optional
|
• Develop written outline
and specifications of business
requirement.
• If work authorization
meets Customer’s needs, approve
and forward signed copy to SEI
Trust.
• Participate in testing
process, including review of test
output.
• Sign-off on testing and
approve implementation of program
into the production environment.
|
• Accept
specifications from
Customer for
development of a
custom program.
• Provide
quote/Work
Authorization to
Customer.
• After
Customer approves
complete
development of
custom program per
Customer
specifications.
• Coordinate
testing of custom
program.
• Coordinate
implementation of
custom program. |
||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 26
Execution Version
130844
130844
V.
OTHER SERVICES
1. Electronic Statements
a. Description. The Electronic Statements (“eStatements”) solution makes certain end
client statements available online for viewing, all as further specified in the Documentation.
(Such statements shall be accessible for viewing via the StrataWeb Online Statements capability
separately licensed by Customer.)
For those end clients that have elected delivery of eStatements, the eStatements solution supports
delivery of e-mail notifications to such end clients, indicating that the statement is available on
line for viewing, as well as delivery of post card notification of an invalid address (after a
certain number of unsuccessful delivery attempts), all as further specified in the Documentation.
The eStatements solution provides a means for the end client to update their Internet email address
as further specified in the Documentation.
b. End Client Disclosures. As a condition to receiving the eStatements solution, Customer
acknowledges and agrees that it (and not SEI Trust) is required to make all necessary disclosures
to and secure all requisite consents from Customer’s end clients in connection with providing such
end clients with eStatements. The eStatement solution provides Customer a means to make such
disclosures and secure such consents, however, Customer is responsible for developing the terms of
such disclosure and consent. Customer shall prepare and provide to SEI Trust the form disclosure
and consent terms which Customer elects to use in connection with the electronic statement service,
and which it requires SEI Trust to upload into the eStatement solution. SEI Trust will load the
provided form disclosure and consent terms into the solution.
As part of the implementation process, SEI Trust may provide to Customer sample disclosure and
consent terms. If SEI Trust provides such sample terms, Customer hereby acknowledges and agrees
that such sample is provided for informational purposes only, and that SEI Trust is not providing
legal or regulatory advice to Customer and such sample is not (nor intended to be) legal and
regulatory advice. By providing to SEI Trust the form disclosure and consent Customer elects to
use in connection with the eStatement solution, Customer represents that (a) it has not relied upon
any sample provided by SEI Trust (even if Customer’s form is similar to any sample provided by SEI
Trust), and (b) it has made its own independent determination (in consultation with legal counsel
as it deems appropriate) that its form disclosure and consent is consistent with its legal and
regulatory obligations and otherwise adequate for its purposes.
2. Business Integration Services — Repository.
Customer shall receive only the Repository component of Business Integration Services. The
Repository is an information movement and management facility, which provides near real time
replication of certain Trust 3000 settlement data into a Microsoft SQL Server relational database
format, all as further described in the documentation. The Repository provides: (a) the ability to
create Point-in-Time Copies at Set Batch, Avail and EOM; (b) the ability to apply available
retroactive pricing to the EOM copy; (c) Market Value Views; and (d) Account Group Data (provided
Customer has also purchase the Account Group Administration tool that is available through SEI
Trust’s Enhanced Client Reporting solution). As part of the Repository, SEI Trust will deliver a
single Microsoft SQL database to a single Customer location.
[Note: The Repository also supports certain additional functionality, that is available for an
additional fee. This additional functionality is described in the documentation and includes,
among other things, Trade Date View, available Accruals Data (as of Set Batch or Avail), certain
other data and information not included in the Trust3000 data, and additional database deliveries
or test databases. In order to access this functionality, Customer must provide SEI Trust written
notice, and pay SEI’s then current prevailing rate for such additional functionality (such rate to
be identified when Customer provides notice that it would like to purchase the additional
functionality). SEI Trust will implement this additional functionality according to a project plan
to be provided by SEI Trust.]
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 27
Execution Version
130844
130844
VI. Shareholder Services and Account Maintenance Services to be provided by Customer
A. Definitions. As used in this Section entitled “Shareholder Services and Account Maintenance
Services to be provided by Customer” of Exhibit B, the following terms shall have the definitions
set forth below:
| 1. | “Client Shareholder” means a client of Customer that holds shares of one or more Mutual Funds either directly or through an omnibus position in the name of Customer. | ||
| 2. | “Client Shareholders Account” means a Client Shareholder account that is processed hereunder on Customer’s database on the System. | ||
| 3. | “Mutual Fund” means only the mutual funds identified in Section D below. | ||
| 4. | “Mutual Fund Agent” means the Mutual Fund, the Mutual Fund’s investment advisor, distributor, transfer agent for a Mutual Fund, and the Mutual Fund’s designees or any combination of the foregoing with whom SEI Trust has entered into an agreement so that SEI Trust may provide Mutual Fund clearing services hereunder for Customer with respect to such Mutual Fund. |
B. Services to be provided by Customer. Customer shall timely perform shareholder services and
account maintenance services for Client Shareholders. The shareholder services and account
maintenance services to be provided by Customer shall include:
| 1. | responding to Client Shareholder inquiries, | ||
| 2. | assisting Client Shareholders in changing dividend options, account designations and addresses, | ||
| 3. | dissemination of tax information and mailing program information to Client Shareholders, | ||
| 4. | delivering to Client Shareholder(s) any reports and other documents provided to it by any Mutual Fund or its Mutual Fund Agent as Customer may be required to deliver under applicable Federal and state laws, rules, and regulations, or by Customer’s agreement with its Client Shareholder, provided that Customer has timely received copies of such reports and/or other documents, | ||
| 5. | cooperating with Mutual Fund Agents in the solicitation and voting of proxies on behalf of the Mutual Funds according to Customer’s fiduciary responsibility or policy, and | ||
| 6. | such other services and assistance as reasonably requested by SEI Trust from time to time. |
| C. | Fees for providing shareholder services and account maintenance services; Other representations of Customer. |
| 1. | In consideration of Customer timely providing shareholder services and account maintenance services for Client Shareholders, as described above, SEI Trust hereby agrees to pay to Customer 100% of the record keeping and shareholder servicing fees, if any, collected by SEI Trust from each Mutual Fund in connection with Client Shareholder Accounts, net of all expenses incurred by SEI Trust. Such fees will be paid to Customer quarterly in arrears. |
| 2. | Customer represents and warrants that it has the requisite authority under, and will, at all times, act in compliance with, all applicable laws, rules and regulations of any regulatory authority to which it is subject when receiving fees hereunder for providing shareholder services and account maintenance services to the Client Shareholders. Further, Customer shall provide all notices to, and obtain all consents from, its clients or customers that may be required in connection with its receipt and retention of fees under this Agreement. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 28
Execution Version
130844
130844
| 3. | For Client Shareholder Accounts that are subject to the provisions of the Employee Retirement Security Income Act of 1974, as amended (“ERISA”), Customer represents and warrants that it has the requisite authority under, and will at all times act in compliance with, the requirements, prohibitions, and restrictions of ERISA and implementing Department of Labor regulations, interpretations, and determinations regarding ERISA to which it may be subject, including but not limited to, the Customer’s performance of shareholder services and/or account maintenance services and receipt of fees hereunder. |
D. Mutual Funds
Customer shall provide shareholder services and account maintenance services specified above
for the following Mutual Funds:
| Fund Family | CUSIP | |||
AIM
|
00000X000 | |||
AIM
|
00000X000 | |||
AIM
|
008882888 | |||
AMERICAN
|
023375108 | |||
AMERICAN
|
023375405 | |||
AMERICAN
|
024071102 | |||
AMERICAN
|
024071409 | |||
AMERICAN
|
027681402 | |||
AMERICAN
|
097873103 | |||
AMERICAN
|
097873400 | |||
AMERICAN
|
140193103 | |||
AMERICAN
|
140193400 | |||
AMERICAN
|
140543109 | |||
AMERICAN
|
140543307 | |||
AMERICAN
|
140543406 | |||
AMERICAN
|
298706102 | |||
AMERICAN
|
360802409 | |||
AMERICAN
|
399874106 | |||
AMERICAN
|
399874403 | |||
AMERICAN
|
453320103 | |||
AMERICAN
|
453320400 | |||
AMERICAN
|
461308108 | |||
AMERICAN
|
648018109 | |||
AMERICAN
|
649280104 | |||
AMERICAN
|
831681101 | |||
AMERICAN CENTURY
|
024935405 | |||
AMERICAN CENTURY
|
024935504 | |||
BARON
|
068278100 | |||
BARON
|
068278209 | |||
BRANDYWINE
|
00000X000 | |||
CALAMOS
|
128119104 | |||
CALAMOS
|
128119765 | |||
COLUMBIA
|
00000X000 | |||
COLUMBIA
|
00000X000 | |||
COLUMBIA
|
00000X000 | |||
COLUMBIA
|
00000X000 | |||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 29
Execution Version
130844
130844
| Fund Family | CUSIP | |||
XXXXX
|
000000000 | |||
XXXXX
|
239080401 | |||
DREYFUS
|
261970107 | |||
DREYFUS
|
00000X000 | |||
XXXXX XXXXX
|
277902813 | |||
XXXXX XXXXX
|
277902847 | |||
XXXXX XXXXX
|
277905865 | |||
XXXXX XXXXX
|
277911822 | |||
XXXXX XXXXX
|
277911830 | |||
XXXXX XXXXX
|
277923306 | |||
XXXXX XXXXX
|
00000X000 | |||
XXXXX XXXXX
|
00000X000 | |||
FEDERATED
|
314172644 | |||
FEDERATED
|
314172677 | |||
FEDERATED
|
00000X000 | |||
FEDERATED
|
00000X000 | |||
FEDERATED
|
00000X000 | |||
FIDELITY
|
315807792 | |||
FIDELITY
|
315916767 | |||
FIDELITY
|
316146851 | |||
FRANKLIN XXXXXXXXX
|
353496805 | |||
FRANKLIN XXXXXXXXX
|
353612856 | |||
FRANKLIN XXXXXXXXX
|
354130106 | |||
FRANKLIN XXXXXXXXX
|
354723207 | |||
FRANKLIN XXXXXXXXX
|
00000X000 | |||
FRANKLIN XXXXXXXXX
|
355148107 | |||
FRANKLIN XXXXXXXXX
|
628380800 | |||
FRANKLIN XXXXXXXXX
|
628380842 | |||
FRANKLIN XXXXXXXXX
|
880196100 | |||
XXXXXXX SACHS
|
00000X000 | |||
LAZARD FUNDS
|
00000X000 | |||
LAZARD FUNDS
|
00000X000 | |||
MFS
|
00000X000 | |||
MFS
|
00000X000 | |||
MFS
|
552746877 | |||
MFS
|
552981300 | |||
MFS
|
552983801 | |||
MFS
|
552984700 | |||
XXXXXXXXXXX
|
00000X000 | |||
XXXXXXXXXXX
|
00000X000 | |||
XXXXXXXXXXX
|
00000X000 | |||
XXXXXXXXXXX
|
683940100 | |||
T XXXX PRICE
|
779547207 | |||
SELECTED
|
816221105 | |||
XXXXXXXXX
|
885215657 | |||
ISI
|
00000X000 | |||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 30
Execution Version
130844
130844
Attachment One to Exhibit B
ADDENDUM REGARIDNG CUSIP INFORMATION
CUSIP Global Services (“CGS”) and the American Bankers Association (“ABA”) require persons who
receive their intellectual property to agree to additional terms governing such property.
Accordingly, to the extent Customer receives Special Third Party Services from the CGS and the ABA,
Customer agrees to the following additional terms:
1. Customer agrees and acknowledges that the CUSIP Database and the information contained
therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global
Services (“CGS”) and the American Bankers Association (“ABA”), and that no proprietary rights are
being transferred to Customer in such materials or in any of the information contained therein.
Any use by Customer outside of the clearing and settlement of transactions requires a license from
CGS, along with an associated fee based on usage. Customer agrees that misappropriation or misuse
of such materials will cause serious damage to CGS and ABA, and that in such event money damages
may not constitute sufficient compensation to CGS and ABA; consequently, Customer agrees that in
the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive
relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.
2. Customer agrees that Customer shall not publish or distribute in any medium the CUSIP
Database or any information contained therein or summaries or subsets thereof to any person or
entity except in connection with the normal clearing and settlement of security transactions.
Customer further agrees that the use of CUSIP numbers and descriptions is not intended to create or
maintain, and does not serve the purpose of the creation or maintenance of, a master file or
database of CUSIP descriptions or numbers for itself or any third party recipient of such service
and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER
TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed
by the CGS.
3. NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS
TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP
DATABASE. ALL SUCH MATERIALS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH
MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE
ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY
DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR
AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE
PAID BY CUSTOMER FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED
TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR
FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL
4. Customer agrees that (a) Customer’s access to the CUSIP Database and information contained
therein may be withdrawn by SEI Trust upon termination of SEI Trust’s right to redistribute such
information; and (b) the terms and conditions set forth in this Attachment One to Exhibit B shall
survive any termination of its rights of access to the materials identified in this Attachment One
to Exhibit B.
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit B — Page 31
Execution Version
130844
130844
EXHIBIT C
CUSTODIAL SERVICES
| 1. | Safekeeping/Clearing. SEI Trust will keep Customer’s Assets safely in accordance with SEI Trust’s standard procedures. SEI Trust is under no duty to supervise the Customer’s investments, or to advise or make any recommendation to the Customer with respect to the purchase or sale of any Assets or the investment of any cash. SEI Trust shall be obligated under this Agreement to provide custody for physical Securities, while such Securities are in transmission from or to Depository Trust Company or other subcustodians. | |
| 2. | Receipt, Delivery and Disposal of Securities. SEI Trust will effect purchases and sales of Securities and Funds in accordance with Customer’s Instructions. SEI Trust will take all steps reasonably necessary to collect the proceeds of Securities and Funds that are sold, redeemed or matured and will deposit the proceeds in accordance with SEI Trust’s standard procedures. SEI Trust will not be responsible for the collection of proceeds of Securities or Funds called for redemption or otherwise payable unless notice thereof is published in a national financial reporting service to which SEI Trust subscribes. | |
| 3. | Free Withdrawal of Assets. Securities and Funds may be withdrawn in accordance with Customer’s Instructions provided that such Instructions are in accordance with Section 7.01 of the main body of this Agreement, and also, in the case of Funds, in accordance with the relevant Fund’s governing documents. | |
| 4. | Withdrawal of Assets vs. Payment and Cash. |
| (a) | In connection with the sale of any Assets, SEI Trust will make delivery of such Assets only against payment therefor in federal funds or by certified or bank’s cashier’s check, provided that, consistent with customary practice at the place of delivery, SEI Trust may: (i) make delivery for inspection prior to settlement of sale at buyer’s location, upon delivery to SEI Trust of a proper receipt therefor, to a member of a registered national securities exchange or bank or trust company; and (ii) may accept as payment for such delivered assets an uncertified check of such an entity. In no event will SEI Trust be liable hereunder for not delivering Assets in accordance with the Customer’s Instructions where such delivery is withheld by reason of the purchaser’s inability or unwillingness to make a payment therefor in federal funds or by certified check or bank’s cashier check or as otherwise provided in this paragraph. | ||
| (b) | Any cash included in the Assets may be withdrawn in accordance with the Customer’s Instructions provided, however, that subject to a transfer or other disposition of Securities or Funds by bookkeeping entry, SEI Trust will make payments of cash to or from the account of Customer only: (i) upon the purchase of Securities or other Assets and delivery of such Securities or other Assets to SEI Trust in proper form for transfer; (ii) to such other bank(s) as Customer may designate by written Instructions from time to time; (iii) for payment in connection with the conversion, exchange or surrender of Securities or Funds included in the Assets. In making any cash payments, SEI Trust will first receive Instructions requesting such payment and in the case of a payment under item (iii) herein, such Instructions will, except as otherwise authorized pursuant to a resolution duly adopted by the Customer and provided to SEI Trust in accordance with Section 7.01 of the main body of this Agreement be in writing in accordance with such Section. | ||
| (c) | SEI Trust will promptly notify the Customer of all withdrawals from or deliveries to SEI Trust for Customer’s account hereunder in accordance with Section 7.01 of the main body of this Agreement. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit C — Page 1
Execution Version
130844
130844
| 5. | Income Collection/Payment. SEI Trust will collect interest/dividends and post such interest/dividends per SEI Trust’s procedures. All funds will be transferred via federal funds or netted with other relevant account activities on the day they are posted by SEI Trust. | |
| 6. | Registration. As used herein, the term “Assets” will also include all Securities held on behalf of Customer and registered in the account of SEI Trust or SEI Trust’s subcustodian in securities depositories — including but not limited to the Depository Trust Company (“DTC”) — and book entry systems — including, but not limited to the Federal Reserve book-entry system (“Federal Reserve”), provided that, SEI Trust will provide Customer with the name of any subcustodian promptly following any appointment thereof hereunder and will at all times be fully responsible for all actions or omissions of subcustodian to the same extent as if such actions or omissions were those of SEI Trust. | |
| 7. | Cash Accounts. All cash received or held by SEI Trust as interest, dividends, proceeds from transfer, and other payments for or with respect to Securities and Funds will be deposited in accordance with SEI Trust standard procedures or remitted in accordance with properly authorized instructions. Cash distributions denominated in foreign currency will be converted into U.S. dollars to the extent possible. In effecting such conversion, SEI Trust may use appropriate methods or agencies, including SEI Trust’s facilities, at customary rates. | |
| 8. | Mortgage-Backed Assets. SEI Trust will collect paydowns on mortgage backed assets and post in accordance with SEI Trust’s standard procedures. SEI Trust hereby agrees to make every effort to ensure funds are collected and received on payable date. All funds will be transferred via federal funds or netted with other relevant account activities on the day they are posted by SEI Trust.. | |
| 9. | Security and Fund Settlements. SEI Trust will promptly effect purchases and sales of the Assets in accordance with Customer’s Instructions from time to time and will take all steps necessary to collect the proceeds of any Assets which are sold, redeemed or which have matured and will promptly deposit said proceeds in accordance with SEI Trust’s standard procedures provided that SEI Trust will not be responsible for the collection of Assets called for redemption or otherwise payable (other than by reason of sale or other disposition by SEI Trust) unless notice thereof is published in national financial reporting services to which SEI Trust subscribes or notice is otherwise received by SEI Trust. SEI Trust will not be under any duty to advise or recommend any sales or purchases of Assets for Customer’s account. | |
| 10. | Notifications. SEI Trust is to promptly notify the Customer of receipt of notice by SEI Trust of any call for redemption, tender offer, subscription rights, merger, consolidation, reorganization or recapitalization or similar proceeding affecting the Securities SEI Trust custodies for Customer, and will take such action in respect thereto as may be directed by the Customer. SEI Trust will have no duty or responsibility to notify the Customer of any calls for redemption which do not appear in standard financial publications. Should any Securities held in any depository be called for a partial redemption by the issuer of such Securities, SEI Trust is authorized in its sole discretion to allot the called portion to the respective holders in any manner deemed to be fair and equitable in SEI Trust’s judgment. | |
| 11. | Voting and Other Actions. Neither SEI Trust nor any nominee of SEI Trust will vote any of the Securities and Funds held hereunder by or for the Customer, except in accordance with authorized instructions. SEI Trust will deliver, or cause to be executed and delivered, to the Customer all notices, proxies and proxy soliciting materials relative to such Securities and Funds, such proxies to be executed by the registered holder of such Securities and Funds (if registered otherwise than in the name of the Customer), but without indicating the manner in which such proxies are to be voted. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit C — Page 2
Execution Version
130844
130844
| 12. | Other. SEI Trust’s responsibility is limited to safekeeping without any duty to value, detach coupons, present for conversion or redemption or take similar action with respect to Securities which have been privately placed, letter stock, certificates of interest or participation in real estate, or other securities as to which information regarding calls, dividends, corporate reorganizations and similar events is not regularly made public in media generally available. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit C — Page 3
Execution Version
130844
130844
EXHIBIT D
FEE SCHEDULE
Customer agrees to pay for the services and products in accordance with the following schedule. If
Customer elects to discontinue the use of any service or product listed below, Customer shall
remain responsible for the fees associated with such product or service for the Term of this
Agreement.
| 1. | Back-Office Services. |
| The Monthly Back-Office Services Fee shall be calculated as follows: |
Trust Account Fee1
|
Market value less than $*** | *** basis point/month | ||
Jumbo Trust Account Fee2
|
Market value greater than or equal to $**** | *** basis point/month | ||
Mutual Fund Only Account Fee3
|
$***/Account/month |
| * | Market value for an Account will be calculated based on end of month values. |
| With respect to Back-Office Services provided hereunder, other than those that are separately itemized elsewhere in this Agreement (including this Exhibit), Customer agrees to pay SEI Trust monthly, the greater of (i) the actual fees for the Monthly Back Office Services Fee calculated in accordance with the foregoing schedule or (ii) a minimum monthly fee for Back-Office Services (the “Monthly Minimum Back Office Fee”) of $*****. | ||
| In the event Customer’s average account size for the Trust Account category shall fall at or between $****** and $****** per account, the Trust Account Fee shall increase to *** basis points / year or *** basis points/month. In the event Customer’s average account size shall fall below $****** per account, the Trust Account Fee shall increase to *** basis points / year or *** basis points/month. This does not apply to Mutual Fund Only accounts or Jumbo Trust Accounts. SEI Trust will determine the average account size on a monthly basis based upon the end of month values. | ||
| 2. | Domestic Custody Services. |
Per Issue Fee |
* | ******* | ||
Depository/Book Entry System Transaction Fee* |
* | ******* | ||
*includes all transactions except Paydowns |
||||
Pay Down Transaction Fee |
* | ******* | ||
Physical Transactions |
* | ******* | ||
Wire Fee (for in-coming or out-going wires) |
$***/wire | |||
Global Wire Fee (for in-coming or out-going wires) |
$***/wire | |||
| Other Miscellaneous Fees: | ||
| Non-SEI Trust Money Market Sweep Fee | Included in Monthly Back Office Services Fee | |
| Stop Payments Order on checks | $*** / stop payment | |
| Rush Physical Securities Request | Then current pass through rate. (As of the effective date, the pass through rate is $***/Request.) |
| 1 | ******** | |
| 2 | ***** | |
| 3 | ****** |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit D — Page 1
Execution Version
130844
130844
For the services listed above, transactions are defined to include the following: security
purchases, sales, maturities, redemptions, additions (after initial transfer of account assets on
day of system and custody conversion), pay downs, exchanges, conversions, withdrawals (including
gifts and distribution of assets at termination of account), and the wire of funds not directly
related to an immediate purchase.
As additional compensation, SEI Trust may receive and retain investment earnings on funds held in
omnibus demand deposit accounts pending investment or distribution.
| 3. | Additional Custody Services (additional fees apply): |
| (1) | Global Custody Services. SEI Trust’s global securities services offering is defined as repatriated transactions in standard U.S. Dollar on the System. Although SEI Trust can custody the assets within the specified markets, SEI Trust cannot hold local currency within any of the listed markets and all transactions are repatriated back into U.S. Dollars, including Income, interest and maturity proceeds. | ||
| Investments are limited to the countries and depositories that are currently supported by SEI Trust’s global custodian as defined in this Agreement. |
Global Custody Processing Services:
| Monthly | ||||||||
| Safekeeping | ||||||||
| Fee (basis points | ||||||||
| on Market Value | ||||||||
| Transaction | of global | |||||||
| Per Account Fee | Fee | securities)4 | Pass Through Fees* | |||||
Tiers 1 & 2
|
$*** / account / month | $** / trade | *** basis points | Per Pass Through Schedule | ||||
Tier 3
|
$*** / account / month | $**/ trade | *** basis points | Per Pass Through Schedule |
| * | Note: Pass Through Fees are subject to change with 30 days notice to Customer. Pass Through Fees for custody accounts in Tiers 1, 2 and 3 are at the prevailing rate of the global custodian, which are provided on a “pass through” basis to Customer. The current Pass Through Fees have been provided to Customer but are subject to fee changes, including increases imposed by the global custodian with 30 days notice to Customer. Out of pocket or actual fees are defined as any fees actually incurred by the global custodian and/or Special Third Party Vendor and are subject to change even if SEI Trust has provided Customer with an estimate of the fees. |
| 4 | An example of the Monthly Safekeeping Fee calculation:
Basis points = *** basis points billed monthly (** basis points annually) Market value of $100,000,000 in global securities Fee Calculation: $100,000,000 multiplied by .*** = $*** per month (or $***** per year). |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit D — Page 2
Execution Version
130844
130844
Pass Through Fee Schedule:
|
||
Global Custodian Annual safekeeping fee
|
Country Specific | |
Global Custodian Transaction fee
|
Country Specific | |
Market Entry fee
|
Country Specific | |
Additional fees
|
Out of Pocket | |
Global Proxy services: Account Set Up, Notification, Voting, Reporting |
Actual fees incurred by Special Third Party Vendor. | |
Global Proxy Services: Miscellaneous
Services, such as local country fees,
meeting attendance, express deliveries, etc.
|
Global Custodian agents and Special Third Party Vendor out of pocket expenses. |
| (2) | Global Proxy and Tax Reclaim Services. |
| Note: Global Proxies are OPTIONAL with Tier 3 and Tax Reclaim Services are OPTIONAL with Tier 1, Tier 2 and Tier 3. Additional fees apply if Customer elects to utilize these services. The additional fees listed below are the fees in effect as of Effective Date. These fees are subject to change with 30 days notice to Customer. |
| (A) | Global Proxy Services. The prevailing rates in effect as of Effective Date for Global Proxy Services tariff are as follows: |
Account Set Up Fee for ProxyEdge Lite
(“PE Lite”)
|
$*** on-time charge for each set- up | |
Notification
|
$*** / each notification sent over PE Lite | |
Vote
|
$*** / each vote cast over PE Lite | |
Reporting over PE Lite
|
No Charge | |
Out of Pocket Expense
|
BNY agents and ADP out of pocket expenses are passed onto Customer. ADP expenses will be costs associated with meeting attendances and if express deliveries are required. |
| Notes: |
| • | The charge is applied to all markets where Customer’s end client may vote. | ||
| • | Notification and vote charges are not applied where there is an issuer pay arrangement. This is the case for the US market and a selective number of securities worldwide. | ||
| • | There is no charge for PE Lite except in the case of a US end client of Customer just voting US securities. If Customer uses ProxyEdge Lite for a US- only service (i.e. not as part of the global proxy service) it will be charged an annual fee of $5.00 per account with a minimum fee of $2,500.00 per annum. |
| (B) | Tax Reclaim Processing Services. Tax Reclaim Processing Services fees are subject to change with 30 days notice. |
| (i) | Tax Reclaims (EDS eligible) — includes securities that are eligible for DTCC Eligible Dividend Service (EDS). |
| Fee/Rate | ||
Favorable rate reclaims
|
***% * | |
| *calculated on the aggregate amount of favorable reclaim recovered | ||
Certificate of Residency Forms
|
$*** per form | |
Exemption Letter
|
$*** per exemption letter |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit D — Page 3
Execution Version
130844
130844
| (ii) | Long Forms Service5—includes securities that are non-EDS eligible and historical reclaim requests. |
| Fee/Rate | ||
Set up fees — Incurred after
$350 has been reclaimed
|
$*** one time fee per account | |
Annual Fees — Incurred after
$350 has been reclaimed
|
$*** per year per account | |
Non Partnership accounts
|
***%* | |
Partnership accounts
|
***%* | |
Manual data (additional
expense to standard fee if vendor
is required to use
non-electronic sources
to determine qualified positions)
|
***%* | |
| *calculated on the aggregate amount of favorable reclaim recovered |
| (iii) | IRS Form 8802 Application Fee. |
First 20 certifications
|
Prevailing Rates | |
Each additional 20 certifications
|
$*** |
| The IRS fee is applied for each application for form 8802. A single application may have multiple certifications. The IRS fee is non-refundable. The IRS may reject or suspend an application as follows: |
| Rejected application: If a request is Rejected by the IRS, the processing fee is non refundable. Rejections will be handled on a case-by-case basis. Below are examples of automatic rejections: |
| Ø If the entity is a Non Citizen | |||
| Ø A 3rd party rejection (ex: 3rd party has no authority to make a request for certifications on behalf of the beneficial owner) | |||
| Ø If one of the shareholders for an S-Corp is a nonresident |
| Suspended application: If a request is Suspended, Customer has 30 days from the date on the suspension letter to respond to the IRS. Customer will be notified promptly of such letter. If a response is not given within the 30-day grace period, the request will be automatically closed and the check will be non refundable. Below are examples of suspensions: |
| Ø If the entity has no return on file for the years requesting certification or if they have never filed a return | |||
| Ø If the name and/or tax identification number does not match what the IRS has on their database | |||
| Ø If a P O Box Address is used (Please note that the IRS will no longer accept a PO Box as a valid address) | |||
| Ø If the Mailing Address is different on the IRS database | |||
| Ø If the Pension Plan Number included on the 8802 form is incorrect |
4. Mutual Fund Services.
Mutual Fund Per Position Fee6
|
********* |
5. Reporting Services.
| 5 | Long form reclaims for Non-Partnership and Partnership accounts will be submitted to local authorities after the gross reclaim amount exceeds $100. | |
| 6 | For purposes of this Exhibit D, “Position” means each mutual fund position held in an Account. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit D — Page 4
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Product Fees7:
a. Standard Trust Statements |
||||
Monthly Product Recurring Fee |
* | ******* | ||
Production |
* | ******* | ||
Shipping |
Prevailing Rates | |||
b. Advanced Personal Trust Statements |
||||
Installation Fee |
Previously Installed | |||
(Includes: 1 original format, plus
consolidated version of original format) |
||||
Additional Formats |
* | ******* | ||
Monthly Product Recurring Fee |
||||
All Accounts |
* | ******** | ||
Production |
* | ******* | ||
Shipping |
Prevailing rates | |||
6. Telecommunication Services.
| Except as set forth below, Customer will pay to SEI Trust any installation or maintenance expense associated with circuits, modems, and/or concentrators as shown below. Customer will pay for all price changes due to tariffs and any other charges relating to circuits, modems and/or concentrators that are in addition to the fees listed below. |
Dedicated Circuit |
Quoted at time of requirement | |||
Pricing reflects the following: |
||||
Encryption Device |
* | ******* | ||
512 KB Frame Relay Circuit |
* | ******* | ||
Dial Back-up |
* | ******* | ||
| In the event Customer elects to modify or cancel a telecommunication service order during the Term of this Agreement, Customer must provide SEI Trust with written notice of such election. It is understood and agreed that such election shall be effective no earlier than ninety (90) days from SEI Trust’s receipt of written notice thereof. Customer further agrees that any additional charges incurred by SEI Trust as the result of Customer’s election shall be paid by Customer. Additional backup Circuit Providers for daily online traffic as well as Disaster Recovery are at Customer’s expense | ||
| TRUST3000ANYWHERE |
License Fee
|
First * Seats | ******** | ||
| Each Seat over * | $****/Seat/month |
| TRUST3000ANYWHERE, provides real time access via the Internet to certain functions on the TRUST 3000® System. In order to use TRUST3000ANYWHERE, Customer must have a JAVA™ — enabled Web browser capable of supporting 128-bit encryption and Internet connectivity. Through |
| 7 | Note: Production, Shipping, Handling & Mailing, etc. costs are not included; such fees are part of Output Processing Services covered in Section 10 below. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit D — Page 5
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| TRUST3000ANYWHERE, Customer may access its trust accounts, view account balances, view transaction activity, and purchase securities or mutual funds. |
7. Licensed Products8.
a. Advent Office — Axys & Moxy: |
||||
Monthly Recurring Fee |
||||
First ** Seats |
******** | |||
Next ** Seats |
$****/Seat/month | |||
Each Seat over ** |
$****/Seat/month | |||
b. Customer StrataStation (CSS) |
||||
Monthly Recurring Fee |
||||
First ** Seats |
******** | |||
Each Seat over ** |
$****/Seat/month | |||
c. PerformanceStation |
||||
Installation Fee |
$******** due upon installation | |||
History Conversion Fee |
$****** due upon project completion | |||
Monthly Recurring Fee |
||||
First **** Accounts |
$****/Account/month | |||
Next **** Accounts |
$****/Account/month | |||
Each Account over **** |
$****/Account/month | |||
Additional Fee for Ultra Reports |
||||
For each Account designated to Receive Ultra Reports |
$****/Account/month | |||
d. StrataWeb |
||||
Monthly Recurring Fee |
||||
First ***** Seats |
* | ********** | ||
Each Seat over ***** |
$***/Seat/month | |||
e. StrataWeb — On-line Statements |
||||
Installation Fee (APT Format) |
Previously Installed | |||
| NOTE: Additional Custom Work charges | ||||
| apply to EBR Online Statements and | ||||
| SPECTR Online Statements. These fees will | ||||
| be covered in a separate Custom Work | ||||
| Authorization. | ||||
Formats: All formats currently set up for On-line |
$*****/format | |||
Statements are included. Charge for Each |
||||
| 8 | The term “Seat” for purposes of this Exhibit D shall mean an individual authorized user having a distinct and unique user identification that identifies and authenticates such individual authorized user with respect to the applicable service or product. Distinct and unique identifiers may not be shared by users. |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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additional format: |
||||
Monthly Recurring Fee for Online Statements Page |
* | ******** | ||
(limited as stated below) |
||||
Online Statements Page — limited to the Statements
checked below (check off included statements): |
||||
X APT Statement (note: in order to access this
statement, Customer must already have APT statements) |
||||
____ Investor Statement (note: in order to access this
statement, Customer must already have Investor
statements________) |
||||
____ Quarterly Performance Report (note: in order to
access this statement, Customer must already have
Performance Station and the Quarterly Performance
Report________) |
||||
____ EBR (note: in order to access this statement,
Customer must already have EBR Reporting) |
||||
X SPECTR (note: in order to access this statement,
Customer must already have SPECTR Statements) |
||||
f. StrataWeb Online Tax Forms |
||||
Monthly Recurring Fee |
||||
All Accounts |
* | ******* | ||
g. SEI Archival Services |
||||
Monthly Recurring Fee |
||||
First 12 Seats |
* | ******** | ||
Each Seat over 12 |
$****/Seat/month | |||
h. Trust Query |
||||
Monthly Recurring Fee |
* | ******* | ||
8. Tax Reporting Services.
| SEI Trust provides certain tax reporting services as described elsewhere in this Agreement. If Customer requires additional tax services offered by SEI Trust, then Customer agrees to pay for such additional tax services at SEI Trust’s then current prevailing rates. Additional Tax Services are provided as per Section 10 Output Processing Services below. | ||
| Core Tax Reporting Services Fee: |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit D — Page 7
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Taxable Accounts9 |
* | ******* | ||
Tax Deferred Accounts10 |
* | ******* |
| * | Upon Customer request, Additional Tax Services are available at SEI Trust’s then current prevailing rates. Examples of the additional services available are: |
| • | Taxable Accounts (1099) without tax letter | ||
| • | Other Tax Preparation Services and non-routine work | ||
| • | Accommodation Letters | ||
| • | Stuffing and Mailing (postage extra) | ||
| • | Change in Custom Logo | ||
| • | Additional Administrative Workstations | ||
| • | Tax Form Correction — Taxable Accounts or Tax Deferred Accounts | ||
| • | Additional form production for tax deferred account above 5 recipients per account | ||
| • | Additional CD ROMs | ||
| • | Selective Account Maintenance | ||
| • | Conversion from one accounting vendor to another |
| 9. | Additional Products and Services. |
| a. | Retirement Benefit Payments Services |
New Plan Set-up fees11: |
||||
New Plan participant set-up fee per |
$****/participant (up to | |||
occurrence |
*** participants, with a minimum of | |||
| $**** per new plan) | ||||
New Plan participant set-up fee per |
Prevailing Rates | |||
occurrence over *** participants |
||||
Monthly Recurring Fees12 |
||||
Scheduled Periodic Payments |
$*** per payment | |||
Non-Scheduled Payments (Lump-sum) |
$*** per payment | |||
Stop Payments |
$*** per payment | |||
Tax Form Preparation |
$*** per tax form plus postage | |||
Printing, Supplies, & Postage |
Prevailing Rates | |||
b. Electronic Statements |
||||
Installation Fee |
Previously installed | |||
Monthly Recurring Fee All Accounts |
* | ******* | ||
Post Card Notification |
$***/postcard mailed to bounced e-mail | |||
| 9 | 1099 Forms (Agency) with Tax Letter | |
| 10 | 1099R/5498. Additional charge applies for over 5 recipients per account. | |
| 11 | Charge includes electronic conversion, input, Q/A, and reconciliation; manual conversions are quoted at prevailing rates. Note: These fees are charged each time a new plan is set up on the system. | |
| 12 | Charge includes U.S. Federal & U.S. State Tax Reporting and ACH advice |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit D — Page 8
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| recipient | ||||
c. Business Integration
Services — Repository |
||||
Installation Fee |
$********, payable upon installation | |||
Monthly License Fee |
$******* per month | |||
Monthly Per Account Fee |
$***** per month | |||
| 10. | Output Processing Services. At Customer’s request, SEI Trust will provide output processing services in lieu of direct transmission to the Customer’s facility. If output processing services are rendered, the fees for such services are in addition to the fees listed in other sections of this Exhibit. Output processing services include but are not limited to the production, printing, shipping and handling of output, such as statements, reports, and cd-roms as well as special forms purchase and inventory. Output processing services are provided at SEI Trust’s then current prevailing rates. It is further understood and agreed that some Special Third Party Vendors are utilized in connection with these output processing services and fees for such third party providers are subject to the provisions stated in this Agreement relating to Special Third Party Services. With respect to the output processing services listed below, the fees listed reflect the prevailing rates for the services as of the execution of this Agreement. If Customer elects to utilize an output processing service not listed herein, it shall provide SEI Trust with written notice and such service shall be provided at SEI Trust’s then prevailing rate. |
Shipping, Handling , Postage Metering & other Mailing expense |
Prevailing Carrier Rates, plus | |||
| 15% Handling | ||||
Custom Form Design, Artwork or Logos requests |
Prevailing Rates | |||
Standard Trust Statements Production: (Non-graphical
statements) |
||||
Cut Sheet Laser Printing Single Sheet only; |
* | ******* | ||
Shipping Handling & Mailing costs at prevailing rates |
||||
Graphical / Broker Style Statements Production: |
* | ******* | ||
Shipping Handling & Mailing costs at prevailing rates |
||||
Other Fulfillment (includes items such as inserting, sorting, stapling, stuffing, envelopes, |
Prevailing Rates | |||
etc.) |
||||
CD Rom Archival |
Prevailing Rates | |||
11. Training
Upon request of Customer, SEI agrees to provide 2 training days per year at no additional fee,
except that Customer shall pay all applicable travel and living expense of SEI Trust personnel.
Unused training days may not be carried over into another year. Customer must notify SEI Trust at
least 60 days in advance of its desire to schedule such said training days. The schedule for
training and topics of training shall be mutually agreed upon.
Travel and living expenses
|
Per applicable occurrence |
12. Optional Services and Products
The following products and services are Optional Products and Services. As of the Effective Date
of this Agreement SEI Trust is not providing these Optional Products and Services. SEI Trust shall
commence providing these Optional Products or Services when the following two conditions are
satisfied: (1) Customer provides written notice to SEI Trust that it is purchasing the product or
service; and (2) the product or service is successfully implemented. If Customer
provides written notice on or before
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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July 1, 2012 of its election to purchase an Optional Product
or Service, Customer shall pay the fees identified below for such product or service. If Customer
does not make such an election on or before July 1, 2012, and later wants to use any such Optional
Product or Service, Customer shall pay SEI Trust’s then prevailing rate for such product or
service, and the Agreement shall be amended to reflect such then current prevailing rates.
a. Compliance Services
Installation Fee |
* | ********* | ||
Compliance Services Base Fee |
$********/month | |||
Additional Per Account Fee |
||||
First ****** Accounts |
* | ******** | ||
Each Account Over ***** |
$****/Account/month | |||
13. FEES NOT LISTED. Any fees and services not specifically listed in this Agreement
or its schedules, or any products or services Customer may elect to license in the future, will be
provided at SEI Trust’s then prevailing rate.
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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EXHIBIT E
SERVICE STANDARDS AND GUIDELINES
SERVICE STANDARDS AND GUIDELINES
This Agreement hereby incorporates SEI Trust’s most current Service Guidelines, which are available
to Customer upon request.
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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EXHIBIT F
RECORD RETENTION
RECORD RETENTION
| 1. | Systems Data. |
| Type | Retained for | Stored | ||
DAILY
|
1 Month | On-site | ||
WEEKLY
|
1 Month | Off-site | ||
MONTHLY
|
3 Months | 1 Month Off-site, then | ||
| 2 Months On-site |
| 2. | Special Data. |
| Type | Retained for | Stored | ||
APPLICATION LOAD LIBRARIES, MONTHLY
|
18 Months | Off-site | ||
APPLICATION LOAD LIBRARIES, END OF YEAR
|
7 Years | Off-site |
| 3. | Client Data. |
| Type | Retained for | Stored | ||
DAILY BACKUPS
|
15 Cycles | 7 Calendar Days Off-site, then rest of 15 Cycles On-site | ||
END OF MONTH SAVES*
|
18 Months | 18 Months Off-site — Copy 1 | ||
* Two (2) Copies
|
18 Months On-site — Copy 2 | |||
END OF Month Creates
|
3 Months | 1 Month Off-site, then | ||
(EOM Night Pre-Night-work)
|
2 Months On-site | |||
END OF Year Saves*
|
7 Years | 7 Years Off-site — Copy 1 | ||
* Two (2) Copies
|
7 Years On-site — Copy 2 |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit F — Page 1
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EXHIBIT G
SECRETARY’S CERTIFICATE
I, the undersigned, Secretary of____________________ (the “Company”), organized under the laws of the
State/Commonwealth of___________________________________, hereby certify that the following resolution was duly adopted by the Board
of Directors of the Company on _______________, [ ] at a meeting at which a quorum was present and voting; [ ]
by unanimous written consent, and that said resolution remains in full force and effect:
“RESOLVED: That this Company has entered into an agreement with SEI Private Trust Company
for the provision of trust and custody services as described therein, and that in accordance
with Section 7 of said agreement any one of the following named persons is hereby duly
authorized to give instructions on behalf of the Company to SEI Private Trust Company (list
the names of persons authorized);
And that the Secretary is hereby directed to file with SEI Private Trust Company a certified
copy of this Resolution and a list of the authorized persons with their titles and specimen
signatures.”
I further certify that the names, titles and specimen signatures set forth below are true and
correct:
| NAME | TITLE | SPECIMEN SIGNATURE | ||
Witness my hand and seal this _______________ day of _________, ____.
(Corporate Seal) |
||||||
| Secretary | Date | |||||
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit G — Page 1
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EXHIBIT H
CONTRACTUAL PERFORMANCE STANDARDS
CONTRACTUAL PERFORMANCE STANDARDS
As part of the overall Service offering, SEI Trust has developed objective, standardized
methods to measure certain of its Services and parts of its System. Service Quality Monitoring
(“SQM”) is based on automated technology that pulls data from the System to report and track SEI
Trust’s performance against Key Process Indicators (“KPI”) described in Subsection H of this
Exhibit (the “Performance Standards”). The SQM, therefore, gives Customer an historical look at
performance. This historical look allows Customer and SEI Trust to objectively determine whether
certain performance standards have been met given whatever Daily Issues have occurred during the
prior Calendar Quarter. The SQM also provides the framework for the Service Team to address
Performance Shortfalls in a system-wide, comprehensive manner.
A. Definitions
“ACATs” refers to the National Securities Clearing Corporation’s (NSCC) Automated Customer
Account Transfer System (ACATS).
“Actual Settlement-Date” is the date securities and cash proceeds are exchanged between the
buying and selling parties at the Clearing System for security trades.
“Business Day” shall mean any day on which SEI Trust, Customer and relevant Clearing Systems are
open for business.
“Calendar Quarter” as used herein, “Calendar Quarter” means a three-month period ending on March
31, June 30, September 30 or December 31.
“Class 2 Statement Production” refers to Customer statements that are not held for production
pending post period-end security pricing by the Customer or other source.
“Class 5 Statement Production” refers to Customer statements that are held for production
pending post period-end security pricing by the Customer or other source. The Customer provides
instructions to SEI Trust for the release of Class 5 Statement Production.
“Clearing System” shall mean, in the case of U.S. securities, the Depository Trust and Clearing
Corporation (DTCC), Government Securities Clearing Corporation (GSCC), the National Securities
Clearing Corporation (NSCC), and any other securities depository or clearing agency (and their
respective successors and nominees) registered with the Securities and Exchange Commission or
otherwise authorized to act as a securities depository or clearing agency and, in the case of
non-U.S. Securities, Euroclear, Clearstream, and any other depository or clearing agency
generally recognized as acting in such capacity or performing similar services with respect
thereto.
“Contractual Settlement-Date” is the settlement-date, the date by which a buyer must pay for the
securities delivered by the seller, that is established at the time of trade execution, based on
trading exchange defined settlement periods.
“Cutoff Time” refers to the time of day indicated in the Outsourcing Operating Guide for the
applicable process.
“Ex-Distribution Date” is the date for deciding the receipt of income or shares from a cash
dividend,
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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stock dividend, or stock split, usually one week before record date.
“Mailing Agent” refers to the third-party organization that performs the delivery of the check,
statement or other item referenced in the KPI definition.
“Payable Date” is the date set by the issuer to pay out the dividend or interest due to
shareholders and bondholders
“Pended Date” refers to the system batch date in which a SMAC (Security Movement and Control)
pending item is created on the System.
“Posting Date” refers to the system batch date in which a transaction is posted to the System.
“Relationship Bank” refers to the third-party banking institution utilized by SEI Trust for cash
deposit and clearing services.
B. Data Collection and Performance Calculation
Beginning in the first full calendar quarter that starts at least 90 days after the Live Date,
SEI Trust will measure SEI Trust’s performance of each KPI against the Performance Standards as
set forth below.
SEI Trust shall provide a detailed report each Calendar Quarter showing trends and historical
information for each KPI (“Quarterly Performance Rating”). An item shall be deemed to be
processed in the Calendar Quarter in which the last action occurs with respect to the applicable
transaction event (e.g., if a trade Instruction that has a Pended Date of March 31 and has a
Posted Date on the next Business Day, such “next Business Day” is the first Business Day in
April and then would be deemed “processed” in April for the purposes of measuring and reporting
of the Quarterly Performance Rating. The Quarterly Performance Rating is compared with the
applicable Performance Standard to determine whether SEI Trust is in compliance with these
Contractual Performance Standards of the SQM.
For some KPIs (“Low Volume KPIs”) in which a low number of items are processed in a Calendar
Quarter, the calculated Quarterly Performance Rating may not be an accurate indicator of
performance. Particularly if a single item processed outside the KPI Description causes the
Quarterly Performance Rating to fall below the Performance Standard, either (1) the KPI should
be monitored for a longer period or (2) the Quarterly Performance Rating for the broader KPI
category should be utilized as a more reliable indicator of performance when determining
appropriate actions outlined in Section E below.
For purposes of calculating the Quarterly Performance Rating, Instructions provided to the
applicable SEI Trust operating area on a certain Business Day will be deemed to have been
received on the same Business Day if the Instruction is in the possession of the SEI Trust
operating area prior to the designated Cutoff Time, and all other Instructions given will be
deemed to have been given on the next Business Day (including if the Instruction is first given
to the SEI Trust operating area after the designated Cutoff Time on an earlier Business Day).
C. Performance Standards
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit H — Page 2
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| Category | KPI | Performance Standard | ||
Operational
Processing
Category
|
All (the specific KPIs for this category are listed in Section H.) | The activity will process according to the guidelines described below at a calculated rate of 99.00% or above. | ||
Client
Reporting
Category
|
Non-Graphical Statements |
The activity will process according to the guidelines described below at a calculated rate of 98.00% or above. | ||
| Graphical Statements | The activity will process according to the guidelines described below at a calculated rate of 98.00% or above. | |||
| Performance Statements |
The activity will process according to the guidelines described below at a calculated rate of 98.00% or above. | |||
| Employee Benefit Reporting |
The activity will process according to the guidelines described below at a calculated rate of 95.00% or above. | |||
Technology
Services
Category
|
System Response Time | Monthly Average Host Response Time of 2.00 seconds or below. |
D. Quarterly Performance Report
Within thirty calendar days after the end of each Calendar Quarter, SEI Trust shall deliver to
Customer, a report (the “Quarterly Performance Report”) that shall set forth SEI Trust’s
Performance Rating for each KPI for such Calendar Quarter.
E. Performance Incidents
IN THE EVENT THAT THE QUARTERLY PERFORMANCE RATING FOR ANY KPI HAS NOT MET THE APPLICABLE
PERFORMANCE STANDARD (A “PERFORMANCE SHORTFALL”), THE FOLLOWING CORRECTIVE ACTION SHALL BE
TAKEN:
The Service Team shall contact Customer to discuss the causes of the Performance Shortfall
and the remedial actions that shall be taken to improve performance, taking into account any
actions previously taken through Issue Management (if applicable) or any plans already in
place as detailed in the Monthly Account Plan. Promptly after such discussion, SEI Trust
shall prepare and present to Customer a written corrective action plan to address and
correct the cause of the Performance Shortfall, which plan shall contain a date by which SEI
Trust is to have completed all actions under such plan (“Action Plan Completion Date”). For
the first full month immediately following the month of the Action Plan Completion Date, SEI
Trust will prepare and present to Customer the monthly performance rating for the applicable
KPI (the “Follow-up Performance Rating”). If the Follow-up Performance Rating fails to meet
the Performance Standard for the applicable KPI due to the Performance Shortfall, (a) an
“Initial Performance Incident” will be deemed to have occurred with respect to the
applicable Performance Standard, (b) SEI will prepare a revised corrective action plan (with
a Revised Action Plan Completion Date) and (c) SEI Trust will issue a credit to Customer, as
indicated below under Initial Performance Incident.
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit H — Page 3
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If SEI Trust’s Quarterly Performance Rating for a second time fails to meet the Performance
Standard for the applicable KPI due to the Performance Shortfall within the three Calendar
Quarters following the date of the Action Plan Completion Date, (a) a “Second Performance
Incident” will be deemed to have occurred with respect to the applicable Performance
Standard, (b) SEI will prepare a second corrective action plan (with an Action Plan
Completion Date) and (c) SEI Trust will issue a credit to Customer, as indicated below under
Second Performance Incident.
If SEI Trust’s Quarterly Performance Rating for a third or subsequent time fails to meet the
Performance Standard for the applicable KPI due to the Performance Shortfall within the
three Calendar Quarters following the date of the Initial Performance Incident, (a) a “Third
Performance Incident” will be deemed to have occurred with respect to the applicable
Performance Standard, (b) SEI will prepare a third corrective action plan (with an Action
Plan Completion Date) and (c) SEI Trust will issue a credit to Customer, as indicated below
under Third and subsequent Performance Incident.
If SEI Trust meets the Performance Standard for the applicable KPI in all of the three
Calendar Quarters following the Action Plan (or Revised Action Plan) Completion Date, the
next failure by SEI Trust to meet the Performance Standard for the applicable KPI shall be
deemed to be a Performance Shortfall and no credits shall be due.
In the event the Performance Shortfall cannot be resolved, Customer and SEI Trust agree to
call a meeting of the parties’ senior management to discuss the Performance Shortfall.
The meeting of senior management shall take place as soon as commercially reasonable. All
remedies for the Performance Shortfall shall be mutually agreed upon by the parties.
F. Customer Performance Credit
| Occurrence of Performance Incident | Customer Credit | |||
Initial Performance Incident |
$ | * | ** | |
Second Performance Incident |
$ | * | ** | |
Third Performance and subsequent Incident for KPI |
$ | * | ** | |
The monetary credit will appear on an invoice issued to Customer following the Performance
Incident.
The remedies set forth in this Exhibit shall apply as Customer’s sole and exclusive remedies for
any breach by SEI Trust of its obligations to meet any of the Performance Standards. Nothing in
this Exhibit is intended to limit any other rights or remedies that may be available to Customer
on account of any other breach by SEI Trust of the Agreement.
G. Performance Standards Exceptions
In calculating SEI Trust’s conformance with the Performance Standards, SEI Trust will
be excused from meeting a Performance Standard if: (1) Customer has not performed in accordance
with the requirements of the Outsourcing Operating Guide, or in accordance with generally
accepted industry practices, or in a manner to which the parties have otherwise mutually agreed
in writing; (2) Customer has delegated its performance to third parties such as brokers or
investment managers and such third parties do not perform within the requirements of the
Outsourcing Operating Guide; (3)
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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Customer or Customer’s third party entities affect changes to the accounting data (such as tax
lots or account holdings) or supply incorrect or incomplete Instructions; or (4) performance
within the stated KPI is adversely affected by (a) a change in the standards of a third party
processing agent outside of the control of SEI Trust, a Clearing System, exchange or similar
entity which is as a result of an industry change or otherwise outside of the control of SEI
Trust; (b) failure of Third Party Service Providers; (c) circumstances or events subject to
Force Majeure; or (d) a Disaster Recovery event. Additionally, SEI Trust will be excused from
meeting a Performance Standard in instances where there is a significant one time increase in
processing activity, such as but not limited to, an acquisition or divestiture of a significant
volume of assets or Accounts. These types of activities are considered special projects, and,
project scope, timelines, and resource requirements should be reviewed with SEI Trust in advance
of project initiation.
The Outsourcing Operating Guide contains processing workflows that Customer must follow
in order for Customer to receive Services as set forth in this SQM Section. Customer will
receive a copy of the Outsourcing Operating Guide prior to data collection and performance
reporting of the Services set forth in this SQM Section. Updates to the Outsourcing Operating
Guide will be made available to Customer at such time that such updates become generally
available to SEI Customers.
H. Key Process Indicators (KPI) and Applicable Descriptions
1. Operational Processing Category
The following KPIs apply to securities and cash held in SEI Trust’s Clearing System,
agency, sub-custodian or Relationship Bank accounts. These do not include Customer or non-SEI
Trust held or controlled assets, including, but not limited to shadow accounting activity. In
addition, except where specifically designated as International, the following KPIs apply
strictly to US Domestic based securities and cash processing activities.
1.1 Trade Settlements
| a. | Domestic / Non-U.S. Government. Trade Instructions for U.S. domestic equity and fixed / variable rate income security trades, excluding U.S. government issued fixed income securities, which have been received by the SEI Trust Securities Processing area in electronic format prior to the Cutoff Time will post in Account on Contractual Settlement-Date. | ||
| b. | Domestic / U.S. Government. Trade Instructions for U.S. Government issued fixed income security trades which have been received by the SEI Trust Securities Processing area prior to the Cutoff Time will post in Account on Contractual Settlement date. | ||
| c. | International. Trade Instructions for U.S. dollar based International equity and fixed income security trades which have been received by the SEI Trust Securities Processing area by the Cutoff Time specified in the Outsourcing Operating Guide will post in Account on Actual Settlement-Date. |
1.2 Mandatory Corporate Action Processing
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Note: tax cost adjustment transactions resulting from Mandatory Corporate Action processing
are not included as part of the following KPIs.
| a. | Calls / Stock Dividends. Calls (full and partial) and stock dividends (optional and mandatory) will post to Accounts on Payable Date. | ||
| b. | Stock Splits / Spin-Offs. Stock Splits and Stock Spin-Offs share entitlements will post to Accounts on Ex-Distribution Date. | ||
| c. | Other Mandatory Action Types. Mandatory Corporate Actions other than those listed in ‘1.2.a’ and ‘1.2.b’ above will post to Accounts with a Posting Date on or prior to the next Business Day following the Clearing System ‘swing date’. The ‘swing date’ is defined as the date the cash and/or stock entitlements are received within the SEI Trust account at the Clearing System. |
1.3 Income Processing
| a. | Dividends and Interest — excluding Pay-Down, International & ADR Securities. Dividends and interest on U.S. domestic equity and fixed-income securities, excluding pay-down and ADR securities, will be posted to Account on Payable Date. | ||
| b. | Interest and Principal — Pay-Down. Income and principal payments on pay-down securities (including but not limited to CMO, GNMA, and FNMA security types) will be posted to Accounts with a Posting Date on or prior to the next Business Day following receipt of pay-down entitlements from the Clearing System or paying agent. | ||
| c. | Dividends ADRs. Dividends on American Depository Receipt (ADR) securities will be posted to Accounts with a Posting Date on or prior to the next Business Day following the Payable Date. | ||
| d. | Dividends and Interest — International. Dividends and interest on international equity and fixed income securities will be posted to Account with a Posting Date on or prior to the Business Day following SEI Trust’s receipt of funds from SEI Trust’s global sub-custodian. |
1.4 Mutual Fund / Money Market Fund Processing
Note: the following KPIs do not include 1) trades for closed-end mutual funds, 2) trades
executed in a ‘late-day’ processing environment for third party retirement plan
recordkeepers, or 3) initial mutual or money market fund purchases where execution and
settlement periods will vary according to the account setup process determined by the fund.
| a. | Trade Execution and Settlement — Mutual Funds — excluding Late-Day Processing. Mutual fund trades entered into the System by the Customer prior to the cutoff time designated in the Security Master ‘Trade Cutoff’ field on the System will post in the |
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| Account according to the settlement period designated at the Security Master ‘Days to Settle’ field. | |||
| b. | Trade Execution and Settlement — Money Market Funds. Money market trades entered into the System by the Customer, or created in the overnight and intra-day batch money market sweep runs, prior to the cutoff time designated in the Security Master ‘Trade Cutoff’ field on the System will post in the Account according to the settlement period designated at the Security Master ‘Days to Settle’ field. | ||
| c. | Income. Mutual fund income, capital gain and dividend reinvestment transactions will post to Account with a Posting Date on or prior to the next Business Day following the dividend payable date. |
1.5 Free Asset Movements
| a. | Free Receipts — Non-ACAT. U.S. domestic and international equity, fixed / variable rate income and mutual fund security free receipts will be pended to Accounts with a Pended Date on or prior to the next Business Day following the date of receipt of Instruction by SEI Trust Free Asset Movement Area. | ||
| b. | Free Receipts — ACAT. U.S. domestic equity, fixed / variable rate income and mutual fund security free receipts will be pended to Accounts with a Pended Date on or prior to the end of the next Business Day following the confirmation from the delivering party via the ACATS network by the SEI Trust Free Asset Movement Area. | ||
| c. | Free Deliveries — Non-Mutual Fund and Non-International. U.S. domestic equities and fixed / variable rate income securities free deliveries will be posted to Accounts with a Pended Date on or prior to the end of the next Business Day following the date of receipt of Instruction by the SEI Trust Free Asset Movement Area. | ||
| d. | Free Deliveries — Mutual Fund and International. Mutual fund and international equities and fixed / variable rate income securities free deliveries will be pended to Accounts with a Pended Date on or prior to the end of the next Business Day following the date of receipt of Instruction by the SEI Trust Free Asset Movement Area. | ||
| e. | Free Deliveries — Request for Physical Security. Requests for physical certificates for US domestic and international equities and fixed / variable rate income securities will be issued to the Clearing System or transfer agent, as appropriate, and pended to the Account with a Pended Date on or prior to the end of the next Business Day following receipt of Instructions by the SEI Trust Free Asset Movement Area. |
1.6 Trust Disbursements
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| a. | Check Disbursements. For check disbursements Instructions received by the SEI Trust Cash Services area prior to the Final Same-Day checks cutoff time designated in the Operating Guide, a check will be produced within one business day of receipt of Instruction. | ||
| b. | Wires. Instructions for outbound wires received by the SEI Trust Cash Services area prior to the Final Same-Day wire cutoff time designated in the Outsourcing Operating Guide will be transmitted to SEI Trust’s Relationship Bank on the same day of receipt of Instructions. | ||
| c. | ACH. Instructions for ACH transfers received by SEI Trust Cash Services area prior to the Final Same-Day ACH cutoff time designated in the Outsourcing Operating Guide will be transmitted to SEI Trust’s Relationship Bank on the date of receipt of Instructions with a designated settlement date of the following business day. Note: Actual ACH funds settlement will occur according to NACHA guidelines and the recipient bank policies and procedures. |
| 1.7 | Retirement Benefit Payments | ||
| Note: the following Retirement Benefit Payment service standards do not apply to ad-hoc payments, such as ‘special’, ‘retro-active’ or ‘re-issue’ pension payment requests. |
| a. | Periodic check production. Periodic checks will be produced, or a check file will be transmitted to Customer, prior to 8:00 pm ET of the Business Day that is five Business Days in advance of the payment date of the check. | ||
| b. | Periodic ACH. Periodic Automated Clearing House (ACH) payment instructions will be transmitted to SEI Trust’s Relationship Bank prior to 8:00 pm ET of the Business Day that is at least one Business Day in advance of the payment settlement date. |
2. Client Reporting Category
| 2.1 | Non-Graphical Statements (SEI Print Option). Class 2 statements will be printed by SEI Trust and delivered to the mailing agent by the 7th Business Day following month-end for non-quarter-end and non-year-end statement production, and, by the 8th Business Day following month-end for quarter-end and year-end statement production cycles. Class 5 statements will be printed by SEI Trust and delivered to the mailing agent by the 7th Business Day following receipt of Instructions by SEI Trust to release statement production for non-quarter-end and non-year-end statement production cycles, and, by the 8th Business Day following receipt of Instructions by SEI Trust to release statement production for quarter-end and year-end statement production cycles. | ||
| 2.2 | Non-Graphical Statements (Local Print Option). Class 2 statement files will begin transmitting to the Customer or Customer designated third party within 48 hours following the creation of the end-of-month database for all non-year-end Class 2 statement production cycles and within 72 hours following the creation of the end-of-year database for year-end Class 2 statement production cycles. Class 5 statement files will begin transmitting to the Customer or Customer designated third party within 48 hours following the release of Class 5 statement production by the Customer for all non-year-end Class 5 statement production cycles and will begin transmitting to the Customer within 72 hours following the release by the Customer of Class 5 statement production for year-end Class 5 statement production cycles. | ||
| 2.3 | Graphical Statements (SEI Print Option). Class 2 statements will be printed and delivered to the mailing agent by the 7th calendar day following month-end, 8th calendar day following quarter |
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| end and by the 9th calendar day following year-end. Class 5 statements will be printed and delivered to the mailing agent by the 7th calendar day following the receipt of month-end special pricing, 8th calendar day following the receipt of quarter end special pricing and by the 9th calendar day following the receipt of year-end special pricing as long as pricing is received by the 4th business day after month-end. | |||
| 2.4 | Graphical Statements (Local Print Option). Class 2 statement files will begin transmitting to the Customer or Customer designated third party within 48 hours following the creation of the end-of-month database for all non-year-end Class 2 statement production cycles and within 72 hours following the creation of the end-of-year database for year-end Class 2 statement production cycles. Class 5 statement files will begin transmitting to the Customer or Customer designated third party within 48 hours following the release of Class 5 statement production by the Customer for all non-year-end Class 5 statement production cycles and will begin transmitting to the Customer within 72 hours following the release by the Customer of Class 5 statement production for year-end Class 5 statement production cycles. | ||
| 2.5 | Performance Statements. |
| a. | Performance Calculations. The Class 2 audit and validation process necessary to compute the prior month’s Account performance calculations will be completed by the end of the 5th Business Day following each month-end. Class 5 audit and validation process necessary to compute the prior month’s Account performance calculations will be completed by the end of the 5th Business Day following the release by the Customer of Class 5 statement production. | ||
| b. | Performance Statements. Class 2 statements will be printed by SEI Trust and delivered to the mailing agent by the 15th business day following the creation of the end of month database each calendar quarter-end. Class 5 statements will be printed by SEI Trust and delivered to the mailing agent by the 15th business day following the release of pricing each calendar quarter-end. |
| 2.6 | Employee Benefit Reporting (EBR) |
| Note: the following EBR production standards are not applicable for ‘Ad-hoc’ or ‘Special Handling’ requests, which include requests that require ‘special handling’ (such as, but not limited to, new EBR Accounts opened after the 25th of the month, prior period pricing, back-dated transactions, etc.) or ‘ad hoc’ servicing (such as, but not limited to, “as of” reporting, historical conversions, individual recipient requests, “not in good order” re-runs, local printer statement requests, sample statement requests, etc.). SEI Trust will research ‘Ad-Hoc’ and ‘Special Handling’ requests and provide Customer with a recommended solution and target completion date. SEI Trust will estimate the resolution effort for each request on a case-by-case basis after considering the complexity of the request. |
| a. Audited Interim EBR Statements. Includes monthly, quarterly, or semi-annual statements. Audited interim EBR statements will be delivered to the Mailing Agent (SEI print option) or will begin transmitting to Customer (Local print option), as applicable, by 11:59 pm ET of the 7th Business Day following reporting period end. | |||
| b. Audited Annual EBR Statements. Includes plan year-end statements, regardless of the period ending date. Annual EBR statements will be delivered to the Mailing Agent |
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| (SEI print option) or will begin transmitting to the Customer (local print option), as applicable, by 11:59 pm ET of the 20th Business Day following the plan’s year-end. |
| c. EBR Statement Archive File. The Statement Archive File for EBR statements will be available to Customer via SEI’s standard method within five Business Days after the date statements were delivered to the Mailing Agent (SEI print option) or began transmitting to Customer (local print option). |
| 3. | Technology Services Category. |
3.1 System Response Time. The System’s Monthly Average Host Response Time for online
transactions and inquiry process shall not exceed 2 seconds during the Monitored Hours of
On-Line Processing on Business Days. The Monitored Hours of On-Line Processing are from 9:00
am ET to 5:00 pm ET
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EXHIBIT I
DESCRIPTIONS AND ADDITIONAL PROVISIONS FOR LICENSED PRODUCTS
1. Licensed Products Description
1.1 StrataWeb.
| 1.1.1 | Product Description. StrataWeb is designed to provide Customer and the Customer’s Clients the ability to access certain Account information via the Internet. The product is designed to enable Customer to retrieve real-time account holdings, market values, tax lot information, cash information, transactions, position details, asset summaries, available funds, balance summaries and pending trades. |
| 1.1.2 | StrataWeb Information. Account information available (“StrataWeb Information”) shall include the following pages, as such pages are further described in the Documentation: |
| • | Account Summary | ||
| • | Investment Detail | ||
| • | Unrealized Gain/Loss | ||
| • | Activity Detail | ||
| • | Profile | ||
| • | Account List | ||
| • | As of Holdings | ||
| • | Account Grouping | ||
| • | Trade Date Report | ||
| • | On-line Statements Page, limited to the following: |
| • | APT Statements (Note: In order to access this page, Customer must have APT statements). | ||
| • | SPECTR (Note: In order to access this page, Customer must have SPECTR statements) |
| • | On-line Tax Forms Page. The On-line Tax Forms Page is subject to the following additional terms: |
a. The On-line Tax Forms Page is available only for the
following tax forms: 1099s (except those 1099s issued in
connection with accounts receiving Retirement Benefit Payment
Services) and 5498s.
b. The On-Line Tax Forms Page shall be installed in
accordance with a project plan to be provided by SEI.
c. SEI Trust’s ability to make the On-Line Tax Forms Page
available to Customer is dependent upon OneSource making
available to SEI Trust a certain Web Delivery Service. In
the event SEI Trust no longer receives this Web Delivery
Service, SEI Trust shall have the right to terminate this
Agreement with respect to the On-line Tax Forms Page as of
the date such Web Delivery Service is no longer available to
SEI Trust
| 1.1.3 | Additional Terms. |
| 1.1.3.1 | SEI Trust grants to Customer a non-exclusive, non-transferable, limited license to: (i) use StrataWeb (including the related Documentation) during the Term, to access, via the Customer website, StrataWeb Information for the Customer’s Clients that is resident on |
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| StrataWeb; and (ii) print and otherwise make copies of such StrataWeb Information solely for use of Customer in connection with providing trust processing and reporting services for the Customer’s Clients, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies of the StrataWeb Information, and that all such copies of the StrataWeb Information shall be subject to the provisions of this Agreement. |
| 1.1.3.2 | SEI Trust shall customize StrataWeb to include customizations requested by Customer. Such customizations shall be in formats specified by SEI Trust and shall be prepared and provided to Customer as set forth in the Documentation for StrataWeb. SEI Trust owns and shall continue to own all right, title and interest in and to StrataWeb following the incorporation of customizations into such product, including all copyright and other intellectual property rights therein and appurtenant thereto; provided, however, that Customer shall continue to own all right, title and interest in and to the Customer trademarks. Customer hereby grants SEI Trust a license to prepare customizations and to incorporate the same into StrataWeb as authorized hereunder. |
| 1.1.3.3 | Customer may authorize or permit each of Customer’s Clients to (a) use StrataWeb, during the Term, to access its StrataWeb Information resident on StrataWeb via the Customer website; and (b) print and otherwise make hard copies of such StrataWeb Information solely for their own non-commercial use, provided that it shall first have assented, through use of StrataWeb or in some other reasonable and verifiable manner, to the “Terms and Conditions of Use” applicable to StrataWeb, as such Terms and Conditions of Use appear on the StrataWeb access site and are amended by SEI Trust from time to time. Customer shall not take any action that would mask, delete or otherwise alter the Terms and Conditions of Use, any other disclaimers and/or any copyright, trademark, service xxxx or other proprietary notifications that SEI Trust may place on StrataWeb from time to time, and/or any links from StrataWeb to the Terms and Conditions of Use and/or such other disclaimers and notifications. Customer shall be and remain primarily liable for compliance by the Customer’s Clients with the Terms and Conditions of Use. |
| 1.1.3.4 | Notwithstanding anything in this Agreement to the contrary, StrataWeb is designed to facilitate Customer and Customer’s Clients’ direct access to information regarding their trust accounts and is not intended for use by and may not be used by Internet Information Consolidators (as defined below). StrataWeb shall be used solely by individual natural persons manually and directly accessing the Customer website and the StrataWeb Information. Access to the StrataWeb Information may not be made by any automated program that does not require direct and individual human intervention unless otherwise agreed in writing by SEI Trust. For purposes of this paragraph, “Internet Information Consolidator” means any person engaged in the business of providing information aggregation services, screen-scraping services, information consolidation services or information re-distribution services by means of the Internet for the purpose of aggregating or consolidating information from more than one website. |
1.2 Customer StrataStation Browser.
| 1.2.1 | Product Description. CSS Browser is SEI Trust’s “Customer StrataStation Browser” product, a software application product that is designed to access and manipulate data housed on the System, and all Documentation for such product. |
1.3 SEI Archival Services.
| 1.3.1 | Description. SEI Archival Services is designed to provide Customer with a browser-based document archival and retrieval system that stores and automatically indexes system generated reports and statements to a repository. This capability, which is designed for both the front and |
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| back office, is designed to improve access to and analysis of reports and statements through a browser-based application. |
1.4 PerformanceStation
| 1.4.1 | Product Description. PerformanceStation is a performance measurement and reporting application that is integrated with the Trust3000 System and designed to assist in the delivery of GIPS compliant performance reporting in substantial accordance with the Documentation. Accounts will be brought into PerformanceStation for calculation of returns. SEI Trust will perform reconciliation of the performance numbers and such numbers will be available for reporting, all as specified in the Documentation. Customer shall also receive access to PerformanceStation Browser for its internal use in accordance with the Documentation, and the Point to Point Reporting Feature. For an additional fee, Customer shall also receive certain enhanced performance report forms for Accounts that are designated to receive the Ultra Report feature. These enhanced report forms are as specified in the Documentation. |
1.5 TRUSTQuery.
| 1.5.1 | Product Description. TRUSTQuery permits the extraction of subsets of data from the System mainframe. TRUSTQuery is designed to allow Customer to periodically download information to its site, then store and view the information. |
1.6 TRUST3000ANYWHERE
| 1.6.1 | Product Description. TRUST3000ANYWHERE, provides real time access via the Internet to certain functions on the Trust 3000® System. In order to use TRUST3000ANYWHERE, Customer must have a JAVA™ — enabled Web browser capable of supporting 128-bit encryption and Internet connectivity. Through TRUST3000ANYWHERE, Customer may access its trust accounts, view account balances, view transaction activity, and purchase securities or mutual funds. |
1.7 Compliance Services. NOTE: Compliance Services is an optional product. SEI Trust
shall not commence providing the product unless the conditions for optional products as set forth
in Exhibit D are satisfied, and the product is implemented.
| 1.7.1 | Description: The Compliance Service is designed to provide daily portfolio monitoring. The Compliance Service includes the ability to create and maintain business rules, which, when violated, trigger alerts, all as further described in the Documentation. |
| 1.7.2 | Additional usage terms: Customer shall not use the Compliance Service to transmit any content that is defamatory, libelous, obscene, unlawfully threatening, or unlawfully harassing or that infringes the intellectual property rights or rights of publicity or privacy of any third party or for any purpose not contemplated in the Documentation. |
| 1.7.3 | Implementation. The Compliance Service shall be implemented in accordance with a project plan to be provided by SEI Trust, and Customer shall perform its obligations as set forth in the project plan. To test, implement and operate the Compliance Service for Customer, SEI Trust and its subcontractor will utilize Confidential Information of Customer. To the extent Customer forwards any such Confidential Information in connection with the Compliance Service, Customer shall do so in the form specified by SEI Trust, and shall maintain commercially reasonable security procedures for the transmission of such information. |
| 1.7.4 | Security. Customer (i) shall not breach or attempt to breach the security of the Compliance Service or any hardware, software or equipment relating to the Compliance Service or used by any |
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| third party; or (ii) shall not use or distribute through the Compliance Service any software, file or other tool or device designed to interfere with or compromise the privacy, security or use of the Compliance Service or the operations or assets of a third party. Customer will access the Compliance Service using an ID to be provided by SEI Trust. Customer shall take reasonable precautions to prevent unauthorized persons from using such ID, and neither SEI Trust nor its subcontractor shall be responsible for verifying the identity of any person that gains access to the Compliance Service using Customer’s assigned ID. |
| 1.7.5 | Private Label. SEI Trust, in its discretion, may make available to Customer, for an additional fee, the ability to have a Customer branded report in connection with the Compliance Service. If SEI Trust makes such feature available, and Customer elects a Customer branded report in connection with the Compliance Service, Customer grants to SEI Trust and its subcontractor a limited, non-exclusive, worldwide license to use, transmit and display Customer’s trademarks, trade names and service marks on the relevant report used in connection with the Compliance Service solely for purposes of providing the Compliance Service to Customer. |
1.8 Advent Products.
| 1.8.1 | Product Description. The Advent Products are portfolio management and order management applications that are integrated with the System. The Advent Products are comprised of the following: |
| AXYS® is a portfolio management, accounting and reporting system. | |||
| MOXY® is a decision support and trade order management application which automates portfolio management and trading processes. |
| 1.8.2 | Additional Terms. Customer understands that the use of the Advent Products includes the submission of data regarding its clients to the Advent network. Customer warrants to SEI Trust that Customer has obtained all appropriate written consent to the transmission of Customer Client Data to third party databases. SEI Trust warrants that Advent Software, Inc. has entered into a written agreement with SEI Trust to maintain the confidentiality of Customer Information including the Network Data (as defined below), on at least terms substantially similar to those as set forth in Section 6 of the main body of this Agreement. Customer shall defend, indemnify and hold harmless SEI Trust and Advent Software, Inc. (“Advent”) from and against any claims, demands, damages, costs, expenses, liabilities, actions, suits or proceedings made or brought against, or collected from, Advent by a third party (meaning a third party as to the Customer or any of its Affiliates) to the extent arising from the following (each, a “Covered Claim”): (i) any allegation that the Customer did not have the requisite authority to instruct or cause SEI Trust to send data to Advent for inclusion in the Advent network (“Network Data”); and (ii) any allegation that Advent did not have the requisite authority to provide SEI Trust with access to the Network Data through the network on Customer’s behalf; and (iii) Customer or any other person’s (under Customer’s control) usage of or reliance on the Network Data |
1.9 SEI Wealth Gateway
| 1.9.1 | Description. The SEI Wealth Gateway is SEI Trust’s front office portal solution. The SEI Wealth Gateway is designed to provide single point of access to certain SEI Trust Licensed Products and Services purchased by Customer, as further specified in the Documentation. The SEI Wealth Gateway also includes certain additional web-based content applicable to the Services provided by SEI Trust under the Agreement and a general purpose RSS news reader capability, all as further specified in the Documentation. The SEI Wealth Gateway will be installed in accordance with a project plan to be provided by SEI Trust, and Customer shall perform its responsibilities as set forth in the project plan. Customer shall comply with its responsibilities set forth in the then current Documentation for the SEI Wealth Gateway. |
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2. Number of Authorized Users.
Each Licensed Product shall be limited to the applicable number of users that are then entitled to
use a Licensed Product and for which Customer is then paying fees pursuant to Exhibit D
(“Authorized Users”). Customer shall limit the use of each Licensed Product to the
applicable number of Authorized Users.
3. Approved Hardware and Software Configuration; Data Updates.
The use of each Licensed Product may require a minimum hardware and/or software configuration to be
specified by SEI Trust from time to time. The Licensed Products will not be available for use
during maintenance or data update periods. SEI Trust shall use commercially reasonable efforts to
notify Customer reasonably in advance of such periods and shall use commercially reasonable efforts
to schedule such periods outside of normal business hours.
4. Phase-Out of Licensed Products.
In connection with any phase-out of a Licensed Product across all customers of SEI Trust that are
receiving services substantially similar to the Services, SEI Trust may phase-out such Licensed
Product and cease licensing it to Customer. SEI Trust shall give Customer at least one year’s
notice of any such phase-out, unless such phase-out is related to a third party product, in which
case SEI Trust shall provide notice as early as practicable of such phase-out. In connection with
the phase-out of any Licensed Product, SEI Trust will review Exhibit D of this Agreement
and make appropriate adjustments to the fees, if applicable.
5. Other terms.
5.1 A party shall cooperate with the other party in connection with such other party’s performance
of its obligations under this Agreement as they relate to the Licensed Products, including, without
limitation, by (i) making reasonably available to the other party such personnel, such information
and such access to the either party’s facilities as may be reasonably required in connection with
such performance by such other party, and (ii) performing in a timely manner the obligations set
forth in this Agreement as they relate to the Licensed Products.
5.2 Subject to the terms and conditions of this Agreement, including but not limited to payment of
fees by Customer specified herein, SEI Trust shall be responsible for providing and maintaining at
its facility the Service Bureau Infrastructure and/or the StrataWeb Infrastructure, as applicable.
The Service Bureau Infrastructure, the StrataWeb Infrastructure and the Licensed Products are
subject to modification from time to time by SEI Trust for purposes such as adding new
functionality, maximizing operating efficiency and upgrading hardware. SEI Trust shall use
reasonable efforts to give Customer prior written notice of any such modifications. Customer
understands and acknowledges that such modifications may require changes to approved hardware and
software configurations, provided, however, that any such modifications shall be compatible and
fully functional with Customer’s MS Windows XP operating system.
5.3 Initial telecommunications requirements between the Service Bureau Infrastructure and
Customer’s workstation LAN will be set forth in each Project Plan. Initial Internet access
requirements for applicable Licensed Products will be set forth in the Documentation for such
Licensed Product. Customer shall be responsible for all costs incurred by Customer in connection
with implementing and upgrading telecommunications equipment and/or Internet access services
(including but not limited to installation and maintenance expenses associated with required
equipment and services) to the extent required in connection with Customer’s use of the Licensed
Products pursuant to this Agreement. SEI Trust shall use reasonable efforts to work with
Customer’s telecommunications service, Internet access service and other third-party service
providers to resolve problems concerning their services as such
services pertain to Customer’s use of the Licensed Products, but SEI Trust shall not be responsible
for in interruptions in Customer’s use of the Licensed Products caused by such providers or
interruptions in services provided by such providers. If necessary, and with Customer’s prior
written approval, SEI Trust, on Customer’s behalf, and at Customers’ expense, will obtain circuit
facilities from telecommunications and other third party service providers (including local
exchange carriers and alternate access vendors) to connect the Service Bureau Infrastructure to
Customers’ workstation LAN.
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5.4 Customer support for each Licensed Product shall be as set forth in the then current
Documentation for such Licensed Product. As a condition for receiving customer support for each
Licensed Product, Customer shall substantially comply with SEI Trust’s reasonable and customary
customer support procedures and policies for such License Product.
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EXHIBIT J
THREE PARTY ESCROW AGREEMENT
THREE PARTY ESCROW AGREEMENT
COMMENT: This document contains the form of source code escrow agreement SEI Investments
Management Corporation has executed with Iron Mountain Intellectual Property Management (successor
in interest to DSI Technology Escrow Services F/K/A FileSafe, Inc., doing business as SourceFile.)
This agreement applies to all TRUST 3000 System users who execute the relevant forms attached
hereto, which join them as a party to this master agreement. Customer executes only Exhibits B and
E to this form and the Amendment to the source code escrow agreement, not the master agreement
itself or other exhibits, which have been executed by Iron Mountain Intellectual Property
Management (successor in interest to DSI Technology Escrow Services F/K/A FileSafe, Inc., doing
business as SourceFile) and SEI Investments Management Corporation (formerly SEI Financial
Management Corporation).
SOURCEFLEX
SOFTWARE SOURCE CODE ESCROW AGREEMENT
SOURCEFILE NUMBER:______7353_____
SOFTWARE SOURCE CODE ESCROW AGREEMENT
SOURCEFILE NUMBER:______7353_____
This Software Source Code Escrow Agreement, dated as of November 15,1996, by and between
FileSafe, Inc., a California corporation, doing business as SourceFile (“SourceFile”) located at
0000 Xxxx Xxxxx Xxx., Xxxxxxx, Xxxxxxxxxx 00000 and SEI Financial Management Corporation located at
Xxxx, Xxxxxxxxxxxx, 00000 (“Depositor”), and each Beneficiary identified by Depositor to SourceFile
as provided for in Paragraph 3 hereof (each a “Beneficiary”, collectively the “Beneficiaries”).
RECITALS:
A. Pursuant to certain software license agreements (each a “License Agreement”,
collectively the “License Agreements”), Depositor licenses to certain licensees certain software in
object code form (the “Software”). A description of each Software effective as of the date hereof,
is attached hereto as Exhibit “A”.
B. The Software is the proprietary and confidential information of Depositor, and Depositor
desires to protect such ownership and confidentiality.
C. Depositor desires to ensure the availability to its Beneficiaries of the source code and
all necessary proprietary information related to the Software (the “Source Material”) in the event
certain conditions set forth in Paragraph 4 of this Agreement should occur.
AGREEMENT:
1. Delivery of Source Material to SourceFile. Depositor shall deliver to
SourceFile a parcel (the “Parcel”) sealed by Depositor, which Depositor represents and warrants
contains the Source Material. SourceFile has no knowledge of, and makes no representations with
respect to, the contents or substance of the Parcel, the Software or the Source Material.
Depositor shall send to SourceFile a duplicate of the Source Material within three (3) days after
receiving written notice from SourceFile that the Source Material has been destroyed or damaged.
All supplements shall be subject to the terms and provisions of this Agreement.
2. Acknowledgment of Receipt by SourceFile. SourceFile shall promptly acknowledge to
Depositor and to Beneficiary the receipt of the Parcel and any supplements to the Source Material
which are added to the Parcel. Depositor shall provide supplements to the Source Material for each
version of the Software. All supplements shall be subject to the terms and provisions of this
Agreement. SourceFile will notify Beneficiary and
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Depositor of each update to the Source Material. Such notification will be sent via certified
mail, return receipt required. SourceFile will provide an account status report to the Beneficiary
and Depositor on a semi-annual basis.
3. Acknowledgment by Beneficiaries. For purposes of this Agreement, a licensee of the
Software shall be a Beneficiary hereunder with such rights of a Beneficiary as set forth herein,
only if (i) such licensee has sent to SourceFile a fully executed copy of the form of
acknowledgment attached hereto as Exhibit “B”, in which such licensee accepts the terms of this
Agreement and (ii) all fees are paid. The names and addresses of the Beneficiaries shall be
described in one or more schedules of Beneficiaries. A schedule of Beneficiaries effective as of
the date of this Agreement is attached hereto as Exhibit “C”. All other licensees of the Software
shall have no rights hereunder and SourceFile shall have no duties to such licensees.
4. Terms and Conditions of the Source Material Escrow. The Parcel shall be held
by SourceFile upon the following terms and conditions:
(i) In the event that (1) SourceFile is notified by Beneficiary that Depositor is
unwilling or unable to support or maintain the Software in breach of its License Agreement
with Beneficiary and that the Beneficiary has given Depositor written notice of such breach
(the “Release Condition”) and (2) Beneficiary has paid to SourceFile all fees and charges
then due and owing, SourceFile shall follow the following procedures set forth in this
Section 4, parts (ii), (iii), (iv) and (v).
(ii) SourceFile shall promptly notify Depositor of the occurrence of the Release
Condition and shall provide to Depositor a copy of Beneficiary’s notice to SourceFile.
(iii) If SourceFile does not receive Contrary Instructions, as defined below, from
Depositor within thirty (30) days following SourceFile’s delivery of a copy of such notice
to Depositor, SourceFile shall deliver a copy of the Source Material to Beneficiary.
“Contrary Instructions” for the purposes of this Section 4 shall mean the filing of written
notice with SourceFile by Depositor, with a copy to the Beneficiary demanding delivery,
stating that the Release Condition has not occurred or has been cured.
(iv) If SourceFile receives Contrary Instructions from Depositor within thirty (30)
days of the giving of such notice to Depositor, SourceFile shall not deliver a copy of the
Source Material to the Beneficiary, but shall continue to store the Parcel until: (1)
otherwise directed by the Depositor and Beneficiary jointly; (2) SourceFile has received a
copy of an order of a court of competent jurisdiction directing SourceFile as to the
disposition of the Source Material; or (3) SourceFile has deposited the Parcel with a court
of competent jurisdiction or a Trustee or receiver selected by such court pursuant to this
Section 4, part (v) below.
(v) Upon receipt of Contrary Instructions from Depositor, SourceFile shall have the
absolute right, at SourceFile’s election, to file an action in interpleader requiring the
Depositor and Beneficiary to answer and litigate their several claims and rights amongst
themselves. SourceFile is hereby authorized to comply with the applicable interpleader
statutes of the State of California in this regard.
5. Term of Agreement. This Agreement shall have an initial term of three (3)
years. The term shall be automatically renewed on a yearly basis thereafter, unless Depositor,
Beneficiary, or SourceFile notifies the other parties in writing at least forty-five (45) days
prior to the end of the then current term of its intention to terminate this Agreement. In the
event of termination of this Agreement, SourceFile agrees to promptly return to Depositor all
Source Material.
6. Compensation of SourceFile. Depositor or Beneficiary agree to pay SourceFile
reasonable compensation for the services to be rendered hereunder in accordance with SourceFile’s
then current schedule of fees, except that any fees associated with Escrow Release Requests and
Technical Review/Verification Requests initiated by a Beneficiary must be paid by that Beneficiary
in accordance with SourceFile’s then current schedule of fees. Depositor or Beneficiary will pay
or reimburse SourceFile upon request for all reasonable expenses, disbursements and advances,
including software duplication charges and reasonable attorneys’ fees, incurred or made by it in
connection with carrying out its duties hereunder.
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7. Limitation of Duties of SourceFile. SourceFile undertakes to perform only such
duties as are expressly set forth herein.
8. Limitation of Liability of SourceFile. SourceFile may rely on and shall
suffer no liability as a result of acting or refraining from acting upon any written notice,
instruction or request furnished to SourceFile hereunder which is reasonably believed by SourceFile
to be genuine and to have been signed or presented by a person reasonably believed by SourceFile to
be authorized to act on behalf of the parties hereto. SourceFile shall not be liable for any
action taken by it in good faith and believed by it to be authorized or within the rights or powers
conferred upon it by this Agreement. SourceFile may consult with counsel of its own choice, and
shall have full and complete authorization and protection for any action taken or suffered by it
hereunder in good faith and in accordance with the opinion of such counsel.
9. Indemnification of SourceFile. Depositor and Beneficiary shall jointly and
severally indemnify, defend, and hold harmless SourceFile and its agents and employees
(collectively, “SourceFile”) from any and all claims, demands, liability, costs and expenses
(including attorney’s fees) incurred by SourceFile directly or indirectly arising from or relating
to the Source Material and/or SourceFile’s performance of its duties under this Agreement.
10. Record Keeping and Inspection of Software. SourceFile shall maintain complete
written records of all materials deposited by Depositor pursuant to this Agreement. During the
term of this Agreement, Depositor shall be entitled at reasonable times during normal business
hours and upon reasonable notice to SourceFile to inspect the records of SourceFile maintained
pursuant to this Agreement and to inspect the facilities of SourceFile and the physical condition
of the Source Material.
11. Technical Verification. Beneficiary reserves the option to request SourceFile to
verify the Source Material for completeness and accuracy. SourceFile may elect to perform the
verification at its site or at the Depositors site. Depositor agrees to cooperate with SourceFile
in the verification process by providing its facilities and computer systems and by permitting
SourceFile and at least one employee of Beneficiary to be present during the verification of Source
Material.
12. Restriction on Access to Source Material. Except as required to carry out
its duties hereunder, SourceFile shall not permit any SourceFile employee, Beneficiary or any other
person access to the Source Material except as provided herein, unless consented to in writing by
Depositor. SourceFile shall use its best efforts to avoid unauthorized access to the Source
Material by its employees or any other person.
13. Bankruptcy. Depositor and Beneficiary acknowledge that this Agreement is an
“agreement supplementary to” the License Agreement as provided in Xxxxxxx 000 (x) xx Xxxxx 00,
Xxxxxx Xxxxx Code (the “Bankruptcy Code”). Depositor acknowledges that if Depositor, as a debtor
in possession or a trustee in Bankruptcy in a case under the Bankruptcy Code, rejects the License
Agreement or this Agreement, Beneficiary may elect to retain its rights under the License Agreement
and this Agreement as provided in Section 365 (n) of the Bankruptcy Code. Upon written request of
Beneficiary to Depositor or the Bankruptcy Trustee, Depositor or such Bankruptcy Trustee shall not
interfere with the rights of Beneficiary as provided in the License Agreement and this Agreement,
including the right to obtain the Source Material from SourceFile.
14. Notices.
(i) Any notice or other communication required or permitted under this Agreement shall be in
writing and shall be deemed to have been duly given on the date service is served personally, sent
by overnight courier, or five (5) days after the date of mailing if sent registered mail, postage
prepaid, return receipt required, and addressed as follows or to such other address or facsimile
number as either party may, from time to time, designate in a written notice given in like manner:
| TO DEPOSITOR: |
SEI Financial Management Corporation Attn: Xxxxxxx Xxxxxxx, Esq. Deputy General Counsel |
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Xxxx, Xxxxxxxxxxxx 00000
000-000-0000
fax 000-000-0000
000-000-0000
fax 000-000-0000
| TO SOURCEFILE: | SourceFile 0000 Xxxx Xxxxx Xxx. Xxxxxxx, Xxxxxxxxxx 00000 Attn.: Client Services Phone: 000.000.0000 Fax: 000.000.0000 |
(ii) Deposit update notices and invoices will be sent to parties listed in Exhibit “D” and
“E”.
TO BENEFICIARY: As set forth in Exhibit “C” Schedule of Beneficiaries.
15. Miscellaneous Provisions.
(a) Waiver. Any term of this Agreement may be waived by the party entitled to
the benefits thereof, provided that any such waiver must be in writing and signed by the party
against whom the enforcement of the waiver is sought. No waiver of any condition, or of the breach
of any provision of this Agreement, in any one or more instances, shall be deemed to be a further
or continuing waiver of such condition or breach. Delay or failure to exercise any right or remedy
shall not be deemed the waiver of that right or remedy.
(b) Modification or Amendment. Any modification or amendment of any provision
of this Agreement must be in writing, signed by the parties hereto and dated subsequent to the date
hereof.
(c) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
(d) Headings; Severability. The headings appearing at the beginning of the sections
contained in this Agreement have been inserted for identification and reference purposes only and
shall not be used to determine the construction or interpretation of this Agreement. If any
provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.
(e) Further Assurances. The parties agree to perform all acts and execute all
supplementary instruments or documents which may be reasonably necessary to carry out the
provisions of this Agreement.
(f) Entire Agreement. This Agreement, including the attachments hereto, contains the
entire understanding between the parties’ and supersedes all previous communications,
representations and contracts, oral or written, between the parties, with respect to the subject
matter thereof. It is agreed and understood that this document and agreement shall be the whole
and only agreement between the parties hereto with regard to these escrow instructions and the
obligations of SourceFile herein in connection with
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this Agreement, and shall supersede and cancel any prior instructions. SourceFile is specifically
directed to follow these instructions only and SourceFile shall have no responsibility to follow
the terms of any prior agreements or oral understandings.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.
| DEPOSITOR | SOURCEFILE | |||||
| FileSafe, Inc., | ||||||
| a California corporation | ||||||
By:
|
By: | |||||
Name:
|
Name: | |||||
Title:
|
Title: | |||||
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EXHIBIT “A-_____”
DESCRIPTION OF SOURCE MATERIAL
SourceFile Account #:______7353___
DESCRIPTION OF SOURCE MATERIAL
SourceFile Account #:______7353___
The Depositor agrees to deposit the Source Material for the benefit of the Licensee of this escrow
arrangement. Below is the acknowledgment that the deposit arrived at SourceFile in good order. It
is completed by the Depositor and visually inspected by SourceFile. A copy of this form will be
shared with Licensees of the Source Material.(As multiple deposits are made, please make copies of
this form and number them appropriately. For example, the initial deposit will be Exhibit “A-1”,
the next “A-2” and so on). Attached to this Exhibit A, is Schedule A, which consists of a
description of the Source Material.
1.
|
Source Material Deposit | |
| Product Name __________________________________________________________________ | ||
| Version _______________________________________________________________ | ||
2.
|
Type of Media | |
| -There can be more than one type (i.e. diskette, tape, hard copy materials, etc.) | ||
| -Please include the quantity of type (i.e. tow (2) diskettes) | ||
3.
|
Please check one of the following: | |
| Initial Deposit______ Supplemental_______ Replacement_______* |
| * | If replacement then: Destroy Deposit______ or Return Deposit______ |
Completed by:
|
Visually verified by: | |
DEPOSITOR
|
DSI TECHNOLOGY ESCROW SERVICES | |
| F/K/A FileSafe, Inc., doing business as SourceFile | ||
By: _________________________
|
By:______________________ | |
Name:_______________________
|
Name:____________________ | |
Title:________________________
|
Title: _______________ | |
Date:________________________
|
Date:_____________________ |
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Schedule A
Description of the Source Material
Description of the Source Material
Trust3000 System Source Code
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EXHIBIT “B”
FORM OF ACKNOWLEDGMENT BY BENEFICIARY
The undersigned hereby acknowledges, accepts and agrees to be bound by the terms of the attached
SourceFlex Software Source Code Escrow Agreement by and between SEI Investments Management
Corporation F/K/A SEI Financial Management Corporation, as Depositor and DSI Technology Escrow
Services F/K/A FileSafe, Inc., doing business as SourceFile, as Escrow Agent dated November 15,
1996.
Dated: __________________
BENEFICIARY:
|
__________________________________ | |
| By: ______________________________ | ||
| Name: ____________________________ | ||
| Company:_________________________ | ||
| Title: _____________________________ | ||
| Address: __________________________ | ||
| _____________________________ | ||
| _____________________________ | ||
| Phone: ____________________________ | ||
| Fax: ______________________________ | ||
DEPOSITOR:
|
SEI Investments Management Corporation | |
| Xxxxxx Xxxxxx | ||
| SEI Investments Management Corporation | ||
| Xxx Xxxxxxx Xxxxxx Xxxxx | ||
| Xxxx, Xxxxxxxxxxxx 00000 | ||
| Phone: ____________________________ | ||
| Fax: ______________________________ |
PLEASE SEND CERTIFIED OR REGISTERED MAIL to:
DSI Technology Escrow Services:
| DSI Technology Escrow Services | ||
| 0000 Xxx Xxxx Xxxxx | ||
| Xxxxx 000 | ||
| Xxx Xxxxx, XX 00000 | ||
| Attn: Contracts Administration | ||
| Phone: 000 000-0000 | ||
| Fax: 000-000-0000 |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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EXHIBIT “C”
SCHEDULE OF BENEFICIARIES OF THE SOFTWARE
SCHEDULE OF BENEFICIARIES OF THE SOFTWARE
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EXHIBIT “D”
SCHEDULE OF NOTICES
DEPOSITOR
SCHEDULE OF NOTICES
DEPOSITOR
Depositor deposit notices should be sent to:
|
Name:_Robert Xxxxxx | |
| SEI Investments Management Corporation | ||
| Xxx Xxxxxxx Xxxxxx Xxxxx | ||
| Xxxx, Xxxxxxxxxxxx 00000 | ||
| Phone: ______________________________ | ||
| Fax: ________________________________ | ||
Depositor invoices should be sent to:
|
Accounts Payable | |
| SEI Investments Management Corporation | ||
| Xxx Xxxxxxx Xxxxxx Xxxxx Xxxx, Xxxxxxxxxxxx 00000 |
||
| Phone: _______________________________ | ||
| Fax: _________________________________ |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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EXHIBIT “E”
SCHEDULE OF NOTICES
BENEFICIARY
SCHEDULE OF NOTICES
BENEFICIARY
Beneficiary deposit notices should be sent to:
|
Name: ____________________________ | |
| Title: _____________________________ | ||
| Address: __________________________ | ||
| _________________________ | ||
| _________________________ | ||
| Phone: ____________________________ | ||
| Fax: ______________________________ | ||
Beneficiary invoices should be sent to:
|
Name: ____________________________ | |
| Title: ______________________________ | ||
| Address:____________________________ | ||
| __________________________ | ||
| __________________________ | ||
| Phone: _____________________________ | ||
| Fax: _______________________________ |
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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AMENDMENT TO SOURCEFLEX
SOFTWARE SOURCE CODE ESCROW AGREEMENT
SOURCEFILE NUMBER: _______7353_____
SOFTWARE SOURCE CODE ESCROW AGREEMENT
SOURCEFILE NUMBER: _______7353_____
This Amendment dated ___________, ____, 200__, shall amend a certain SourceFlex Software
Source Code Escrow Agreement dated November 15, 1996, by and between SEI Investments Management
Corporation F/K/A SEI Financial Management Corporation, as Depositor (“Depositor”) and DSI
Technology Escrow Services F/K/A FileSafe, Inc., doing business as SourceFile (“DSI”), as Escrow
Agent (“The Source Code Escrow Agreement”), as The Source Code Escrow Agreement applies to
Beneficiary.
Whereas, Depositor and DSI are parties to The Software Source Code Escrow Agreement; and
Whereas, pursuant to the terms of a certain Form of Acknowledgment by Beneficiary,
_________________ (“Beneficiary”) is a beneficiary to The Source Code Escrow Agreement.
The parties desire to amend The Source Code Escrow Agreement as it applies to Beneficiary, as set
forth herein.
NOW THEREFORE the parties hereby agree that The Source Code Escrow Agreement, as it applies to
Beneficiary, is hereby amended as follows:
| 1. | Section 6 of The Source Code Escrow Agreement (Compensation of SourceFile) is hereby deleted in its entirety and replaced with the following: |
6. Compensation of SourceFile. Depositor or Beneficiary
agree to pay SourceFile reasonable compensation for the services to be
rendered hereunder in accordance with SourceFile’s then current schedule
of fees, except that any fees associated with Escrow Release Requests
and Technical Review/Verification Requests initiated by a Beneficiary
must be paid by that Beneficiary in accordance with SourceFile’s then
current schedule of fees. Depositor or Beneficiary will pay or
reimburse SourceFile upon request for all reasonable expenses,
disbursements and advances, including software duplication charges and
reasonable attorneys’ fees, incurred or made by it in connection with
carrying out its duties hereunder.
In the event of the nonpayment of amounts owed hereunder (the “Outstanding
Amounts”) to SourceFile, SourceFile shall provide written notice of such Outstanding
Amounts (“Notice of Non Payment”) to Depositor and Beneficiary. Such notice shall
detail all amounts that SourceFile claims to be owed hereunder. Depositor and/or
Beneficiary shall have the right to make the payment to SourceFile for the
Outstanding Amounts. With respect to the Outstanding Amounts, Depositor and/or
Beneficiary reserve the right to dispute and withhold payment of any amounts that
they in good faith consider to have been improperly charged, and provided further
that Depositor and/or Beneficiary (as the case may be) shall remain obligated to pay
all amounts not disputed in good faith. If the Outstanding Amounts (other than those
amounts disputed by Depositor and/or Beneficiary) are not received in full by
SourceFile within 45 days after SourceFile has given the Notice of Non Payment, then
SourceFile shall have the right to terminate this Agreement with respect to
Beneficiary at any time thereafter by sending written notice of termination to
Depositor and Beneficiary.
| 2. | All references in The Source Code Escrow Agreement to SourceFile shall be deemed to refer to DSI Technology Escrow Services F/K/A FileSafe, Inc., doing business as SourceFile; and all |
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| references in The Source Code Escrow Agreement to SEI Financial Management Corporation shall be deemed to refer to SEI Investments Management Corporation F/K/A SEI Financial Management Corporation. | |||
| 3. | Except to the extent amended herein, The Source Code Escrow Agreement shall continue in full force and effect. | ||
| 4. | This Amendment shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the original or facsimile signature of each of the parties hereto. This Amendment may be executed in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon, but all of which together shall constitute but one in the same instrument. |
IN WITNESS HEREOF, the parties hereto have caused this Amendment to be executed their
respective names by their duly authorized representatives as of the day and year first written
above.
| DEPOSITOR: | ESCROW AGENT: | |||||||||
| SEI INVESTMENTS MANAGEMENT CORPORATION | DSI TECHNOLOGY ESCROW SERVICES | |||||||||
By:
|
By: | |||||||||
Name:
|
Name: | |||||||||
Title:
|
Title: | |||||||||
BENEFICIARY:
____________________________________
By: _________________________________
Name: _______________________________
Title: ________________________________
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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EXHIBIT K
OTHER MONITORED SERVICES
OTHER MONITORED SERVICES
As part of the overall Service offering, SEI Trust will monitor certain of its Services as listed
below (“Other Monitored Services”). Monitoring of these Services will give Customer an historical
look at performance of these Services. The results of monitoring will be discussed with Customer
in the monthly account plan. If the Monitored Service falls below its standard, the Service Team
shall discuss the issue with Customer and take action to improve performance of the Service, taking
into account any actions previously taken to address the Service. If the Service continues to fall
below its standard after the actions to improve performance have been taken, SEI Trust and Customer
shall meet as soon as commercially practicable to decide whether compensation is appropriate. If
it is mutually agreed that compensation is appropriate, SEI Trust shall compensate the Customer’s
invoice in a mutually agreed amount or fashion proportional to the severity of the issue. The
remedies set forth in this Exhibit K, Other Monitored Services, shall apply as Customer’s sole and
exclusive remedies for any breach by SEI Trust of its obligation to meet any of the standards for
the Other Monitored Services.
Other Monitored Services
CD Rom: CD Roms shall be mailed / shipped by the 6th business day following the
period end.
Pension Payments:
| 1. | Lump Sum / One-Time / Ad Hoc check disbursements will be produced on the date of processing if received by the specified cut-off time set forth in the Operating Guide and will be mailed on the following business day. | ||
| 2. | Stop Payment Requests will be provided to the paying financial institution on the day of receipt of Stop Payment Request if received by the specified cut-off time set forth in the Operating Guide. Requests received after specified cut-off time will be processed on the following business day. |
System Availability: The Trust3000 System will be accessible to authorized users between
the hours of 7:00 am to 7:00 pm Eastern Time (“ET”). The Standard for Trust3000 System
availability is 98% of the time during the Monitored Hours of On-Line Processing Availability on
Normal Business Days during any given month. Monitored Hours of On-Line Processing are from 9:00
am to 5:00 pm ET. Normal Business Days are Monday through Friday, excluding Customer holidays.
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
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Exhibit L
Deconversion Services
Deconversion Services
Upon a termination of this Agreement in accordance with its terms, SEI Trust shall provide to
Customer the deconversion services set forth below, to the extent requested by Customer in writing.
Customer shall pay to SEI Trust the fees set forth below for such services.
1) DECONVERSION EXTRACT: A Deconversion Extract is a computer generated file extract for
each Account then on the SEI Trust System on magnetic tapes (or such other media as then utilized
by SEI Trust for transmission of such data) (“De-conversion Extract”). The De-conversion Extract
shall be provided in a form sequentially accessible and in SEI Trust’s standard format. The
De-conversion Extract will include only the following files:
| Account-Master | Asset-Static | |||
| B/C/S | Memos | |||
| Unique-Assets | Name and Address | |||
| Taxlots | SMAC-Trades | |||
| Positions | SMAC — Brokers |
As of the Effective Date, SEI Trust’s prevailing rate for a Deconversion Extract is $*** per
Account per run. SEI Trust agrees that it shall not increase this rate until after October 1,
2013. Thereafter, such fee shall increase once every 12 month period by an amount equal to the
lesser of (a) **** percent (**%); or (b) the percentage increase in the CPI over the 12 month
period immediately preceding each such increase.
2) LIVE FORCE PROGRAM. The “FORCE” program is designed to (a) programmatically “FORCE” all
statements type B/C/S records to produce Cash and/or Asset Standard Statements from the beginning
of the statement period through the de-conversion date; and (b) programmatically “FORCE” all
Accounts in order to produce cumulative Tax Worksheet information from the first of the fiscal year
through the de-conversion date. As of the Effective Date, SEI Trust’s prevailing rate for one run
of the FORCE Program is $*** per Account plus a flat rate of $***. SEI Trust agrees that it shall
not increase this rate until after October 1, 2013. Thereafter, such fee shall increase once every
12 month period by an amount equal to the lesser of (a) **** percent (**%); or (b) the percentage
increase in the CPI over the 12 month period immediately preceding each such increase.
3) AUDIT PACKAGE. SEI Trust’s current standard audit package consists of the following
reports (and is subject to change): (a) Names List; (b) Central Name & Address Report; (c) Central
Asset Report; (d) Security Cross Reference Report; (e) Auditor’s List of Holdings Report; (f) Daily
Cash Report; (g) Location Reconciliation Report; (h) Registration Reconciliation Report; (i)
Statement of Condition Report; (j) Unique Asset Report; and (k) Codes List. As of the Effective
Date, SEI Trust’s prevailing rate for the Audit Package is $**** per run. SEI Trust agrees that it
shall not increase this rate until after October 1, 2013. Thereafter, such fee shall increase once
every 12 month period by an amount equal to the lesser of: (a) **** percent (**%); or (b) the
percentage increase in the CPI over the 12 month period immediately preceding each such increase.
4) CUSTODY SERVICES MIGRATION. The Custody Services Migration includes the following
services: (a) systematically migrate all custody positions from SEI Private Trust Company at
conversion date to the new custodian, pursuant to a project plan to be developed by SEI Trust; and
(b) re-register mutual funds from SEI Private Trust Company to the new custodian pursuant to a
project plan to be developed by SEI Trust. Customer shall pay SEI Trust’s then current prevailing
rate for such services. As of the Effective Date, SEI Trust’s prevailing rate for the Custody
Services Migration is $* per transaction. SEI Trust agrees that it shall not increase this rate
until after October 1, 2013. Thereafter, such fee shall increase once every 12 month period by an
amount equal to the lesser of (a) **** percent (**%); or (b) the percentage increase in the CPI
over the 12 month period immediately preceding each such increase.
THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI TRUST
Exhibit L — Page 1
