FORM OF CUSTODIAN SERVICES AGREEMENT
THIS CUSTODIAN SERVICES AGREEMENT is entered into as of September __,
2008 by and between SEI PRIVATE TRUST COMPANY, a savings association
supervised by the Office of Thrift Supervision ("SEI Trust"), and
__________________, a __________________(the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as a closed-end, non-diversified management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain SEI Trust to provide custodian
services, and SEI Trust wishes to furnish custodian services, either directly or
through an affiliate or affiliates, as more fully described herein.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. DEFINITIONS
(a) 1933 ACT means the Securities Act of 1933, as amended.
(b) 1934 ACT means the Securities Exchange Act of 1934, as amended.
(c) AUTHORIZED PERSON means any officer of the Fund and any other person
authorized by the Fund to give Oral or Written Instructions on behalf
of the Fund. An Authorized Person's scope of authority may be limited
by setting forth such limitation in a written document signed by both
parties hereto.
(d) BOOK-ENTRY SYSTEM means Federal Reserve Treasury book-entry system
for United States and federal agency securities, its successor or
successors, and its nominee or nominees and any book-entry system
maintained by an exchange registered with the SEC under the 1934 Act.
(e) CEA means the Commodities Exchange Act, as amended.
(f) CHANGE OF CONTROL means a change in ownership or control (not
including transactions between wholly-owned direct or indirect
subsidiaries
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of a common parent) of 25% or more of the beneficial ownership of
the shares of common stock or shares of beneficial interest of an
entity or its parent(s).
(g) ORAL INSTRUCTIONS mean oral instructions received by SEI Trust from
an Authorized Person or from a person reasonably believed by SEI
Trust to be an Authorized Person. SEI Trust may, in its sole
discretion in each separate instance, consider and rely upon
instructions it receives from an Authorized Person via electronic
mail as Oral Instructions.
(h) SEC means the Securities and Exchange Commission.
(i) SECURITIES LAWS mean the 1933 Act, the 1934 Act, the 1940 Act and the
CEA.
(j) INTERESTS mean the units of limited liability company interest of any
series or class of the Fund.
(k) PROPERTY means:
(i) any and all securities and other investment items which the Fund
may from time to time deposit, or cause to be deposited, with
SEI Trust or which SEI Trust may from time to time hold for the
Fund;
(ii) all income in respect of any of such securities or other
investment items;
(iii) all proceeds of the sale of any of such securities or investment
items; and
(iv) all proceeds of the sale of securities issued by the Fund, which
are received by SEI Trust from time to time, from or on behalf
of the Fund.
(l) WRITTEN INSTRUCTIONS mean (i) written instructions delivered by hand,
mail or facsimile sending device and signed by two Authorized Persons
and received by SEI Trust or (ii) trade instructions transmitted by
means of an electronic transaction reporting system which requires
the use of a password or other authorized identifier in order to gain
access.
2. APPOINTMENT. The Fund hereby appoints SEI Trust to provide custodian
services to the Fund, and SEI Trust accepts such appointment and agrees to
furnish such services, each in accordance with the terms of this agreement
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3. DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable, will
provide SEI Trust with the following:
(a) at SEI Trust's request, certified or authenticated copies of the
resolutions of the Fund, approving the appointment of SEI Trust or
its affiliates to provide services;
(b) a copy of the Fund's most recent effective registration statement;
(c) a copy of the Fund's advisory and sub-advisory agreements;
(d) a copy of the distribution/underwriting agreements with respect to
Interests;
(e) a copy of the Fund's administration agreement;
(f) copies of any distribution and/or member servicing plans and
agreements made in respect of the Fund; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
4. COMPLIANCE WITH LAWS.
SEI Trust undertakes to comply with applicable requirements of the
Securities Laws and laws, rules and regulations of governmental authorities
having jurisdiction with respect to the duties to be performed by SEI Trust
hereunder. Except as specifically set forth herein, SEI Trust assumes no
responsibility for compliance with such laws by the Fund or any other entity.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, SEI Trust shall act only
upon Oral Instructions or Written Instructions.
(b) SEI Trust shall be entitled to rely upon any Oral Instruction or
Written Instruction it receives from an Authorized Person (or from a
person reasonably believed by SEI Trust to be an Authorized Person)
pursuant to this Agreement. SEI Trust may assume that any Oral
Instructions or Written Instructions received hereunder are not in
any way inconsistent with the provisions of organizational documents
of the Fund or of any vote, resolution or proceeding of the Fund's
Managers or of the Fund's members, unless and until SEI Trust
receives Written Instructions to the contrary.
(c) The Fund agrees to forward to SEI Trust Written Instructions
confirming Oral Instructions (except where such Oral Instructions are
given by SEI
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Trust's affiliates) so that SEI Trust receives the Written
Instructions by the close of business on the same day that such Oral
Instructions are received by SEI Trust. The fact that such
confirming Written Instructions are not received by SEI Trust or
differ from the Oral Instructions shall in no way invalidate the
transactions or enforceability of the transactions authorized by the
Oral Instructions or SEI Trust's ability to rely upon such Oral
Instructions.
6. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF THE FUND. If SEI Trust is in doubt as to any action it
should or should not take, SEI Trust must request directions or
advice, including Oral Instructions or Written Instructions, from the
Fund.
(b) ADVICE OF COUNSEL. If SEI Trust shall be in doubt as to any question
of law pertaining to any action it should or should not take, SEI
Trust must request advice from reputable counsel of its own choosing
(who may be counsel for the Fund, the Fund's investment adviser or
SEI Trust, at the option of SEI Trust), and such cost shall be borne
by the Fund.
(c) CONFLICTING ADVICE. In the event of a conflict between directions or
advice or Oral Instructions or Written Instructions SEI Trust
receives from the Fund, and the advice it receives from counsel, SEI
Trust shall be entitled to rely upon and follow the advice of
counsel. SEI Trust shall promptly inform the Fund of such conflict.
(d) PROTECTION OF SEI TRUST. SEI Trust shall be indemnified by the Fund
and without liability for any action SEI Trust reasonably takes or
does not take in reliance upon directions or advice or Oral
Instructions or Written Instructions SEI Trust receives from or on
behalf of the Fund or from counsel to the Fund and which SEI Trust
believes, in good faith, to be consistent with those directions or
advice or Oral Instructions or Written Instructions. Nothing in this
section shall be construed so as to impose an obligation upon SEI
Trust in the absence of SEI Trust's gross negligence (i) to seek such
directions or advice or Oral Instructions or Written Instructions, or
(ii) to act in accordance with such directions or advice or Oral
Instructions or Written Instructions. Nothing in this Section 6 shall
excuse SEI Trust, and SEI Trust shall not be indemnified, for an act
or omission taken by SEI Trust that constitutes willful misfeasance,
bad faith, gross negligence or reckless disregard by SEI Trust of any
duties, obligations or responsibilities set forth in this Agreement.
7. RECORDS; VISITS. The books and records pertaining to the Fund, which
are in the possession or under the control of SEI Trust shall be the property of
the Fund. Such books and records shall be prepared and maintained as required by
the 1940 Act
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and other applicable securities laws, rules and regulations. The Fund and
Authorized Persons shall have access to such books and records at all times
during SEI Trust's normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided by SEI Trust to the
Fund or to an authorized representative of the Fund, at the Fund's expense.
8. CONFIDENTIALITY. SEI Trust agrees on behalf of itself and its
employees to treat confidentially all records and other information relative to
the Fund and its members received by SEI Trust in connection with this
Agreement, including any non-public personal information as defined in Gramm
Xxxxx-Xxxxxx, and that it shall not use or disclose any such information except
for the purpose of carrying out the terms of this Agreement; provided, however,
that SEI Trust may disclose such information as required by the law and as set
forth below.
Each party shall keep confidential any information relating to the other party's
business ("Confidential Information"). Confidential Information shall include
(a) any data or information that is competitively sensitive material, and not
generally known to the public, including, but not limited to, information about
product plans, marketing strategies, finances, operations, customer
relationships, customer profiles, customer lists, sales estimates, business
plans, and internal performance results relating to the past, present or future
business activities of the Fund or SEI Trust, their respective subsidiaries and
affiliated companies and the customers, clients and suppliers of any of them;
(b) any scientific or technical information, design, process, procedure,
formula, or improvement that is commercially valuable and secret in the sense
that its confidentiality affords the Fund or SEI Trust a competitive advantage
over its competitors; (c) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer software, source code,
object code, flow charts, databases, inventions, know-how, and trade secrets,
whether or not patentable or copyrightable; and (d) anything designated as
confidential. Notwithstanding the foregoing, information shall not be subject to
such confidentiality obligations if it: (a) is already known to the receiving
party at the first time it is obtained; (b) is or becomes publicly known or
available through no wrongful act of the receiving party; (c) is rightfully
received from a third party who, to the best of the receiving party's knowledge,
is not under a duty of confidentiality; (d) is released by the protected party
to a third party without restriction; (e) is required to be disclosed by the
receiving party pursuant to a requirement of a court order, subpoena,
governmental or regulatory agency or law (provided the receiving party will
provide the other party written notice of such requirement, to the extent such
notice is permitted by law); (f) is relevant to the defense of any claim or
cause of action asserted against the receiving party; or (g) has been or is
independently developed or obtained by the receiving party. In addition, SEI
Trust may share the Fund's Confidential Information with third parties ("Third
Parties") if such disclosure is necessary in connection with the provision of
services by SEI Trust hereunder. To the extent of any such sharing, SEI Trust
shall inform such Third Parties of the confidential nature of any such
Confidential Information and shall require such
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Third Parties to maintain the confidentiality of any such Confidential
Information in a manner consistent with SEI Trust's obligations hereunder.
The provisions of this Section 8 shall survive termination of this Agreement.
9. COOPERATION WITH ACCOUNTANTS. SEI Trust shall cooperate with the
Fund's independent public accountants and shall take all reasonable action to
make any requested information available to such accountants as reasonably
requested by the Fund.
10. SEI SYSTEM. SEI Trust shall retain title to and ownership of any and
all data bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade secrets,
and other related legal rights utilized by SEI Trust in connection with the
services provided by SEI Trust to the Fund. The provisions of this Section 10
shall survive termination of this Agreement.
11. DISASTER RECOVERY. SEI Trust shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. In the event of equipment failures,
SEI Trust shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions. SEI Trust shall have no liability with respect
to the loss of data or service interruptions caused by equipment failure
provided such loss or interruption is not caused by SEI Trust's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties or
obligations under this Agreement.
12. COMPENSATION. As compensation for the services rendered by SEI Trust
under this Agreement, the Fund will pay to SEI Trust a fee or fees as may be
agreed to in writing from time to time by the Fund and SEI Trust. As additional
compensation, SEI Trust may receive and retain investment earnings on funds held
in omnibus demand deposit accounts pending investment or distribution. In
addition, SEI Trust and its affiliates may receive fees (including 12b-1 fees)
from certain mutual funds (or from another party authorized by the mutual funds
to pay such fees) in exchange for providing administrative, recordkeeping and
shareholder services to such mutual funds. Fees may vary by mutual fund. The
provisions of this Section 12 shall survive termination of this Agreement.
13. INDEMNIFICATION. The Fund agrees to indemnify and hold harmless SEI
Trust and its affiliates, including their respective officers, directors, agents
and employees, from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, attorneys' fees and disbursements
and liabilities arising under the Securities Laws and any state and foreign
securities and blue sky laws) arising directly or indirectly from any action or
omission to act which SEI Trust takes in connection with the provision of
services to the Fund. Notwithstanding the foregoing, neither SEI Trust, nor any
of its affiliates, including their respective officers, directors,
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agents and employees, shall be indemnified against any liability (or any
expenses incident to such liability) caused by SEI Trust's or its affiliates'
own willful misfeasance, bad faith, gross negligence or reckless disregard in
the performance of SEI Trust's activities under this Agreement. The provisions
of this Section 13 shall survive termination of this Agreement.
14. LIMITATION OF LIABILITY.
(a) SEI Trust shall be liable only for any damages arising out of SEI
Trust's failure to perform its duties under this Agreement to the
extent such damages arise out of SEI Trust's willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties under
this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary, (i) SEI
Trust shall not be liable for losses, delays, failure, errors,
interruption or loss of data occurring directly or indirectly by
reason of circumstances beyond its reasonable control, including
without limitation acts of god; action or inaction of civil or
military authority; public enemy; war; terrorism; riot; fire; flood;
sabotage; epidemics; labor disputes; civil commotion; interruption,
loss or malfunction of utilities, transportation, computer or
communications capabilities; insurrection; elements of nature; or
non-performance by a third party; and (ii) SEI Trust shall not be
under any duty or obligation to inquire into and shall not be liable
for the validity or invalidity, authority or lack thereof, or
truthfulness or accuracy or lack thereof, of any instruction,
direction, notice, instrument or other information which SEI Trust
reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement to the contrary, neither
SEI Trust nor its affiliates shall be liable for any consequential,
special or indirect losses or damages, whether or not the likelihood
of such losses or damages was known by SEI Trust or its affiliates.
(d) No party may assert a cause of action against SEI Trust or any of its
affiliates (i) more than 16 months immediately after the time of
discovery of the alleged cause of action or (ii) at such time as is
prohibited by any applicable statute of limitation, which ever occurs
first.
(e) Each party shall have a duty to mitigate damages for which the other
party may become responsible.
The provisions of this Section 14 shall survive termination of this
Agreement.
15. THE SERVICES. SEI Trust shall perform the custodian services set forth in
SCHEDULE A hereto. SEI Trust may sub-contract with third parties to perform
certain of the services to be performed by SEI Trust hereunder; provided,
however, that SEI Trust shall
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remain principally responsible to the Fund for the acts and omissions of such
other entities. SEI Trust shall be under no duty to take any action hereunder on
behalf of the Fund except as necessary to fulfill its duties and obligations as
specifically set forth herein or as may be specifically agreed to by SEI Trust
and the Fund in a written amendment hereto. SEI Trust shall be obligated to
exercise reasonable care and diligence in the performance of its duties
hereunder and to act in good faith in performing services provided for under
this Agreement. In meeting its duties hereunder, SEI Trust shall have the
general authority to do all acts deemed in SEI Trust's good faith belief to be
necessary and proper to perform its obligations under this Agreement.
16. DURATION AND TERMINATION. This Agreement shall continue until terminated
by the Fund or SEI Trust on sixty (60) days' prior written notice to the other
party. SEI Trust shall not be required to make any delivery or payment of assets
upon termination until full payment shall have been made to SEI Trust of all of
its fees, compensation, costs and expenses (such expenses include, without
limitation, expenses associated with movement (or duplication) of records and
materials and conversion thereof to a successor service provider, or to a bank
or trust company pending appointment of such successor, and all trailing
expenses incurred by SEI Trust). SEI Trust shall have, to the extent permissible
under the 1940 Act, a security interest in and shall have a right of setoff
against the Property as security for the payment of such fees, compensation,
costs and expenses.
17. SUCCESSOR CUSTODIAN. If a successor custodian shall be appointed by the
Board of Managers, SEI Trust shall, upon the termination of this Agreement and
at the cost of the Fund, deliver to such successor custodian at the office of
SEI Trust, duly endorsed and in the form for transfer, all securities, funds and
other properties then held by it hereunder and shall transfer to an account of
the successor custodian all of the securities of the Fund held in a Book-Entry
System. In the event that no Written Instructions designating a successor
custodian shall have been delivered to SEI Trust on or before the date when any
termination of this Agreement shall become effective, then SEI Trust shall have
the right to deliver at the cost of the Fund to a bank or trust company, which
is a "bank" as defined in the 1940 Act, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $25,000,000, all securities, funds and other
properties held by SEI Trust and all instruments held by SEI Trust relative
thereto and all other property held by it under this Agreement and to transfer
to an account of such successor custodian all of the securities of the Fund held
in a Book-Entry System. Thereafter, such bank or trust company shall be the
successor of SEI Trust under this Agreement, and SEI Trust shall have no further
liability hereunder, except as otherwise specifically provided by this
Agreement. In the event that securities, funds and other properties remain in
the possession of SEI Trust after the date of termination hereof owing to
failure of the Board of Managers to appoint a successor custodian, SEI Trust
shall be entitled to fair compensation for its services during such period as
SEI Trust retains possession of such securities, funds and other properties and
the provisions of this Agreement relating to the duties and obligations of the
Trust shall remain in full force and effect.
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The provisions of this Section 17 shall survive any termination of this
Agreement.
18. NOTICES. Notices shall be addressed to the parties as follows:
IF TO SEI TRUST:
SEI Private Trust Company
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attn: Director of Fund Administration
Telephone: (000) 000-0000
fax: 000-000-0000
With a copy to:
SEI Private Trust Company
Xxx Xxxxxxx Xxxxxx Xxxxx
Xxxx, XX 00000
Attention: General Counsel
Telephone: (000) 000-0000
fax: (000) 000-0000
IF TO THE FUND:
--------------------
Attn:
Telephone:
fax:
If notice is sent by confirming electronic, hand or facsimile sending device, it
shall be deemed to have been given immediately. If notice is sent by first-class
mail, it shall be deemed to have been given five days after it has been mailed.
If notice is sent by messenger, it shall be deemed to have been given on the day
it is delivered.
19. AMENDMENTS. This Agreement, or any term hereof, may be changed or waived
only by a written amendment, signed by the party against whom enforcement of
such change or waiver is sought.
20. DELEGATION; ASSIGNMENT. SEI Trust may assign its rights and delegate its
duties hereunder to any affiliate of SEI Investments Company at no additional
cost to the Fund provided that SEI Trust gives the Fund 30 days' prior written
notice of such assignment or delegation.
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21. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
22. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
23. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements
and understandings relating to the subject matter hereof, provided
that the parties may embody in one or more separate documents their
agreement, if any, with respect to delegated duties.
(b) NO REPRESENTATIONS OR WARRANTIES. Except as expressly provided in
this Agreement, SEI Trust hereby disclaims all representations and
warranties, express or implied, made to the Fund or any other person,
including, without limitation, any warranties regarding quality,
suitability, merchantability, fitness for a particular purpose or
otherwise (irrespective of any course of dealing, custom or usage of
trade), of any services or any goods provided incidental to services
provided under this Agreement. SEI Trust disclaims any warranty of
title or non-infringement except as otherwise set forth in this
Agreement.
(c) NO CHANGES THAT MATERIALLY AFFECT OBLIGATIONS. Notwithstanding
anything in this Agreement to the contrary, the Fund agrees not to
make any modifications to its registration statement or adopt any
policies which would affect materially the obligations or
responsibilities of SEI Trust hereunder without the prior written
approval of SEI Trust, which approval shall not be unreasonably
withheld or delayed.
(d) CAPTIONS. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(e) GOVERNING LAW. This Agreement shall be deemed to be a contract made
in Pennsylvania and governed by the laws of the Commonwealth of
Pennsylvania, without regard to principles of conflicts of law.
(f) PARTIAL INVALIDITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
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(g) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns.
(h) FACSIMILE SIGNATURES. The facsimile signature of any party to this
Agreement shall constitute the valid and binding execution hereof by
such party.
(i) LIMITATION OF LIABILITY. A copy of the Fund's Certificate of
Formation is on file with the Secretary of the State of the State of
Delaware, and notice is hereby given that this Agreement is executed
on behalf of the Board of Managers of the Fund as Managers and not
individually and that the obligations of this instrument are not
binding upon any of the Managers, officers or members of the Fund
individually but are binding only upon the assets of the property of
the Fund.
(j) SURVIVAL. The following shall survive the termination of this
Agreement (a) those provisions of this Agreement that specifically
state that they survive termination; and (b) any other provisions
necessary to interpret the rights or obligations of the parties
hereunder and which by their nature are to survive termination of
this Agreement.
(k) INTERNAL REVENUE SERVICE FORMS. The Fund agrees to timely provide SEI
Trust with a completed Internal Revenue Service Form W-9 or W-8Ben,
as applicable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
SEI PRIVATE TRUST COMPANY
--------------------
By: By:
---------------------- ---------------------
Title: Title:
---------------------- ---------------------
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SCHEDULE A
DESCRIPTION OF SERVICES.
SEI Trust shall provide the following list of services to the Fund:
1. DELIVERY OF THE PROPERTY. The Fund will deliver or arrange for delivery to
SEI Trust, all the Property owned by it, including cash received as a
result of the distribution of Interests, during the term of this
Agreement. SEI Trust will not be responsible for such Property until
actual receipt.
The Fund will deliver or arrange for delivery to SEI Trust, original
subscription documents for any investments of the Fund.
2. RECEIPTS AND DISBURSEMENT OF MONEY. SEI Trust, acting upon Written
Instructions, shall open and maintain separate accounts (collectively, the
Accounts" and each, an "Account") in the Fund's name using all cash
received from or for the account of the Fund, subject to the terms of this
Agreement.
Subject to its receipt of Written Instructions, SEI Trust shall make cash
payments from or for the Accounts for:
(a) purchases of securities in the name of the Fund, SEI Trust, SEI
Trust's nominee or a sub-custodian or nominee thereof as provided in
Section 9 of this SCHEDULE A and for which SEI Trust has received a
copy of the broker's or dealer's confirmation or payee's invoice, as
appropriate;
(b) purchases or redemptions of Shares of the Fund delivered to SEI
Trust;
(c) payments of interest, taxes, administration, accounting,
distribution, advisory, management fees or similar expenses which are
to be borne by the Fund;
(d) payments to the Fund's investor services agent, as agent for the
members, of an amount equal to the amount of dividends and
distributions stated in the Written Instructions to be distributed in
cash by the investor services agent to members, or, in lieu of paying
the Fund's investor services agent, SEI Trust may arrange for the
direct payment of cash dividends and distributions to members in
accordance with procedures mutually agreed upon from time to time by
and among the Fund, SEI Trust and the Fund's investor services agent.
(e) payments in connection with the conversion, exchange or surrender of
securities owned or subscribed to by the Fund and held by or
delivered to SEI Trust;
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(f) payments made to a sub-custodian pursuant to provisions in
sub-section (c) of this Section; and
(g) other payments.
SEI Trust is hereby authorized to endorse and collect all checks, drafts
or other orders for the payment of money received as custodian for the
Accounts.
3. RECEIPT OF SECURITIES; SUB-CUSTODIANS.
SEI Trust shall hold all securities received by it for the Accounts in a
separate account that physically segregates such securities from those of
any other persons, firms or corporations, except for securities held in a
Book-Entry System. All such securities shall be held or disposed of only
upon Written Instructions of the Fund pursuant to the terms of this
Agreement. SEI Trust shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any such securities or
investment, except upon the express terms of this Agreement or upon
Written Instructions authorizing the transaction. In no case may any
member of the Fund's Managers, or any officer, employee or agent of the
Fund withdraw any securities.
At SEI Trust's own expense and for its own convenience, SEI Trust may
enter into sub-custodian agreements with other banks or trust companies to
perform duties described in this Section 3 with respect to domestic
assets. Such bank or trust company shall have an aggregate capital,
surplus and undivided profits, according to its last published report, of
at least one million dollars ($1,000,000), if it is a subsidiary or
affiliate of SEI Trust, or at least twenty million dollars ($20,000,000)
if such bank or trust company is not a subsidiary or affiliate of SEI
Trust. In addition, such bank or trust company must be qualified to act as
custodian and agree to comply with the relevant provisions of the 1940 Act
and any other applicable rules and regulations. Any such arrangement will
not be entered into without prior written notice to the Fund (or as
otherwise provided in the 1940 Act).
In addition, SEI Trust may enter into arrangements with sub-custodians
with respect to services regarding foreign assets. Any such arrangement
will be entered into with prior written notice to the Fund (or as
otherwise provided in the 1940 Act).
SEI Trust shall remain responsible for the performance of all its duties
as described in this Agreement and shall hold the Fund harmless from its
own acts or omissions, under the standards of care provided for herein, or
the acts and omissions of any sub-custodian chosen by SEI Trust under the
terms of this Section 3.
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4. TRANSACTIONS REQUIRING INSTRUCTIONS. Upon receipt of Oral Instructions or
Written Instructions and not otherwise, SEI Trust, directly or through the
use of the Book-Entry System, shall:
(a) deliver any securities held for the Fund against the receipt of
payment for the sale of such securities;
(b) execute and deliver to such persons as may be designated in such Oral
Instructions or Written Instructions, proxies, consents,
authorizations, and any other instruments whereby the authority of
the Fund as owner of any securities may be exercised;
(c) deliver any securities to the issuer thereof, or its agent, when such
securities are called, redeemed, retired or otherwise become payable
at the option of the holder; provided that, in any such case, the
cash or other consideration is to be delivered to SEI Trust;
(d) deliver any securities held for the Fund against receipt of other
securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the exercise of any
conversion privilege;
(e) deliver any securities held for the Fund to any protective committee,
reorganization committee or other person in connection with the
reorganization, refinancing, merger, consolidation, recapitalization
or sale of assets of any corporation, and receive and hold under the
terms of this Agreement such certificates of deposit, interim
receipts or other instruments or documents as may be issued to it to
evidence such delivery;
(f) make such transfer or exchanges of the assets of the Fund and take
such other steps as shall be stated in said Oral Instructions or
Written Instructions to be for the purpose of effectuating a duly
authorized plan of liquidation, reorganization, merger, consolidation
or recapitalization of the Fund;
(g) release and deliver or exchange securities owned by the Fund in
connection with any conversion of such securities, pursuant to their
terms, into other securities;
(h) release and deliver securities owned by the Fund for the purpose of
redeeming in kind shares of the Fund upon delivery thereof to SEI
Trust; and
(i) release and deliver or exchange securities owned by the Fund for
other purposes.
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SEI Trust must also receive a certified resolution describing the
nature of the corporate purpose and the name and address of the
person(s) to whom delivery shall be made when such action is pursuant
to Section 4(i).
5. USE OF BOOK-ENTRY SYSTEM. SEI Trust is authorized and instructed, of a
continuous basis, to deposit in the Book-Entry System all securities
belonging to the Fund eligible for deposit therein and to utilize the
Book-Entry System to the extent possible in connection with settlements of
purchases and sales of securities by the Fund, and deliveries and returns
of securities loaned, subject to repurchase agreements or used as
collateral in connection with borrowings. SEI Trust shall continue to
perform such duties until it receives Written Instructions or Oral
Instructions authorizing contrary actions.
SEI Trust shall administer the Book-Entry System as follows:
(a) With respect to securities of the Fund which are maintained in the
Book-Entry System, the records of SEI Trust shall identify by
Book-Entry or otherwise those securities belonging to the Fund.
(b) Assets of the Fund deposited in the Book-Entry System will at all
times be segregated from any assets and cash controlled by SEI Trust
in other than a fiduciary or custodian capacity but may be commingled
with other assets held in such capacities.
SEI Trust will provide the Fund with such reports on its own system of
internal control as the Fund may reasonably request from time to time.
6. REGISTRATION OF SECURITIES. All Securities held for the Fund which are
issued or issuable only in bearer form, except such securities held in
the Book-Entry System, shall be held by SEI Trust in bearer form; all
other securities held for the Fund may be registered in the name of the
Fund, SEI Trust, the Book-Entry System, a sub-custodian, or any duly
appointed nominee of the Fund, SEI Trust, Book-Entry System or
sub-custodian. The Fund reserves the right to instruct SEI Trust as to
the method of registration and safekeeping of the securities of the
Fund. The Fund agrees to furnish to SEI Trust appropriate instruments
to enable SEI Trust to hold or deliver in proper form for transfer, or
to register in the name of its nominee or in the name of the Book-Entry
System or in the name of another appropriate entity, any securities
which it may hold for the Accounts and which may from time to time be
registered in the name of the Fund.
7. VOTING AND OTHER ACTION. Neither SEI Trust nor its nominee shall vote
any of the securities held pursuant to this Agreement by or for the
account of the Fund, except in accordance with Written Instructions.
SEI Trust, directly or through the use of the Book-Entry System, shall
execute in blank and promptly
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deliver all notices, proxies and proxy soliciting materials received by
SEI Trust as custodian of the Property to the registered holder of such
securities. If the registered holder is not the Fund, then Written
Instructions or Oral Instructions must designate the person who owns such
securities.
8. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence of contrary
Written Instructions, SEI Trust is authorized to take the following
actions:
(a) COLLECTION OF INCOME AND OTHER PAYMENTS.
(i) collect and receive for the account of the Fund, all income,
dividends, distributions, coupons, option premiums, other
payments and similar items, included or to be included in the
Property, and, in addition, promptly advise the Fund of such
receipt and credit such income, as collected, to the Fund's
custodian account;
(ii) endorse and deposit for collection, in the name of the Fund,
checks, drafts, or other orders for the payment of money;
(iii) receive and hold for the account of the Fund all securities
received as a distribution on the Fund's securities as a result
of a stock dividend, share split-up or reorganization,
recapitalization, readjustment or other rearrangement or
distribution of rights or similar securities issued with
respect to any securities belonging to the Fund and held by
SEI Trust hereunder;
(iv) present for payment and collect the amount payable upon all
securities which may mature or be, on a mandatory basis,
called, redeemed, or retired, or otherwise become payable on
the date such securities become payable; and
(v) take any action which may be necessary and proper in
connection with the collection and receipt of such income and
other payments and the endorsement for collection of checks,
drafts, and other negotiable instruments.
(b) MISCELLANEOUS TRANSACTIONS.
(i) SEI Trust is authorized to deliver or cause to be delivered
Property against payment or other consideration or written
receipt therefor in the following cases:
o for examination by a broker or dealer selling for the
account of the Fund in accordance with street delivery
custom;
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o for the exchange of interim receipts or temporary
securities for definitive securities; and
o for transfer of securities into the name of the Fund or SEI
Trust or a sub-custodian or a nominee of one of the
foregoing, or for exchange of securities for a different
number of bonds, certificates, or other evidence,
representing the same aggregate face amount or number of
units bearing the same interest rate, maturity that, in any
such case, the new securities are to be delivered to SEI
Trust.
(ii) unless and until SEI Trust receives Oral Instructions or Written
Instructions to the contrary, SEI Trust shall:
o pay all income items held by it which call for payment upon
presentation and hold the cash received by it upon such
payment for the account of the Fund;
o collect interest and cash dividends received, with notice
to the Fund, to the Accounts of the Fund;
o hold for the account of the Fund all stock dividends,
rights and similar securities issued with respect to any
securities held by SEI Trust; and
o execute as agent on behalf of the Fund all necessary
ownership certificates required by the Internal Revenue
Code or the Income Tax Regulations of the United States
Treasury Department or under the laws of any state now or
hereafter in effect, inserting the Fund's name on such
certificate as the owner of the securities covered thereby,
to the extent it may lawfully do so.
9. PURCHASES OF SECURITIES. SEI Trust shall settle purchased securities upon
receipt of Oral Instructions or Written Instructions that specify:
(a) the name of the issuer and the title of the securities, including
CUSIP number if applicable;
(b) the number of shares or the principal amount purchased and accrued
interest, if any;
(c) the date of purchase and settlement;
(d) the purchase price per unit;
(e) the total amount payable upon such purchase;
Page 17 of 21
(f) the name of the person from whom or the broker through whom the
purchase was made. SEI Trust shall upon receipt of securities
purchased by or for the Fund pay out of the moneys held for the
account of the Fund the total amount payable to the person from whom
or the broker through whom the purchase was made, provided that the
same conforms to the total amount payable as set forth in such Oral
Instructions or Written Instructions.
10. SALES OF SECURITIES. SEI Trust shall settle sold securities upon receipt
of Oral Instructions or Written Instructions that specify:
(a) the name of the issuer and the title of the security, including CUSIP
number if applicable;
(b) the number of shares or principal amount sold, and accrued interest,
if any;
(c) the date of trade and settlement;
(d) the sale price per unit;
(e) the total amount payable to the Fund upon such sale;
(f) the name of the broker through whom or the person to whom the sale
was made;
(g) the location to which the security must be delivered and delivery
deadline, if any; and
SEI Trust shall deliver the securities upon receipt of the total amount
payable to the Fund upon such sale, provided that the total amount payable
is the same as was set forth in the Oral Instructions or Written
Instructions. Notwithstanding the other provisions thereof, SEI Trust may
accept payment in such form as shall be satisfactory to it, and may
deliver securities and arrange for payment in accordance with the customs
prevailing among dealers in securities.
11. REPORTS; PROXY MATERIALS.
(a) SEI Trust shall furnish to the Fund the following reports:
(i) such periodic and special reports as the Fund may reasonably
request;
(ii) a monthly statement summarizing all transactions and entries for
the Accounts of the Fund, listing each portfolio security
belonging to the Fund with the adjusted average cost of each
issue and the market value at the end of such month and stating
the cash account of the Fund including disbursements;
Page 18 of 21
(iii) the reports required to be furnished to the Fund pursuant to
Rule 17f-4 under the 1940 Act; and
(iv) such other information as may be agreed upon from time to time
between the Fund and SEI Trust.
(b) SEI Trust shall transmit promptly to the Fund any proxy statement,
proxy material, legal claim, class action, court notice, notice of a
call or conversion or similar communication received by it as
custodian of the Property. SEI Trust shall be under no other
obligation to inform the Fund as to such actions or events. For
clarification, upon termination of this Agreement SEI Trust shall
have no responsibility to transmit such material or to inform the
Fund or any other person of such actions or events.
12. CREDITING OF ACCOUNTS. If SEI Trust in its sole discretion credits an
Account with respect to (a) income, dividends, distributions, coupons,
option premiums, other payments or similar items on a contractual payment
date or otherwise in advance of SEI Trust's actual receipt of the amount
due, (b) the proceeds of any sale or other disposition of assets on the
contractual settlement date or otherwise in advance of SEI Trust's actual
receipt of the amount due or (c) provisional crediting of any amounts due,
and (i) SEI Trust is subsequently unable to collect full and final payment
for the amounts so credited within a reasonable time period using
reasonable efforts or (ii) pursuant to standard industry practice, law or
regulation SEI Trust is required to repay to a third party such amounts so
credited, or if any Property has been incorrectly credited, SEI Trust
shall have the absolute right in its sole discretion without demand to
reverse any such credit or payment, to debit or deduct the amount of such
credit or payment from the Accounts, and to otherwise pursue recovery of
any such amounts so credited from the Fund. Nothing herein or otherwise
shall require SEI Trust to make any advances or to credit any amounts
until SEI Trust's actual receipt thereof. The Fund hereby grants a first
priority contractual possessory security interest in and a right of setoff
against the assets maintained in the Accounts hereunder in the amount
necessary to secure the return and payment to SEI Trust of any advance or
credit made by SEI Trust (including charges related thereto) to such
Accounts.
13. COLLECTIONS. All collections of monies or other property in respect,
or which are to become part, of the Property (but not the safekeeping
thereof upon receipt by SEI Trust) shall be at the sole risk of the
Fund. If payment is not received by SEI Trust within a reasonable time
after proper demands have been made, SEI Trust shall notify the Fund in
writing, including copies of all demand letters, any written responses
and memoranda of all oral responses and shall await instructions from
the Fund. SEI Trust shall not be obliged to take legal action for
collection unless and until reasonably indemnified to its
satisfaction. SEI Trust shall also notify the Fund as soon as
reasonably practicable whenever income due
Page 19 of 21
on securities is not collected in due course and shall provide the Fund
with periodic status reports of such income collected after a reasonable
time.
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SCHEDULE B
FEES
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