CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of __________, 2003 by and between SEI PRIVATE
TRUST COMPANY, a savings association supervised by the Office of Thrift
Supervision ("SEI Trust"), and THE CINTRA SELECT FUND, INC., a Maryland
corporation (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 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) "SEI TRUST" means SEI Private Trust Company or a subsidiary or
affiliate of SEI Private Trust Company.
(i) "SEC" means the Securities and Exchange Commission.
(j) "SECURITIES LAWS" mean the 1933 Act, the 1934 Act, the 1940 Act and
the CEA.
(k) "SHARES" mean the shares of limited liability company interest of any
series or class of the Fund.
(l) "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.
(m) "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.
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's Managers, 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
each class of Shares;
(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 or a class thereof; 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 material applicable requirements of the
Securities Laws and material 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 Trust or its 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 may 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 may request advice from 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.
(d) PROTECTION OF SEI TRUST. SEI Trust shall be indemnified by the Fund
and without liability for any action SEI Trust 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 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 to seek such directions or advice
or Oral Instructions or Written Instructions.
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 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. 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); (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.
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.
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. The Fund
acknowledges that SEI Trust may receive float benefits in connection with
maintaining certain accounts required to provide services under 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. Neither SEI Trust,
nor any of its affiliates, 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. RESPONSIBILITY OF SEI TRUST.
(a) SEI Trust shall be under no duty to take any action hereunder on
behalf of the Fund except 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 care and
diligence in the performance of its duties hereunder and to act in
good faith in performing services provided for under this Agreement.
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, (i)
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 and (ii) SEI Trust's cumulative liability to the Fund for
all losses, claims, suits, controversies, breaches or damages for any
cause whatsoever (including but not limited to those arising out of or
related to this Agreement) and regardless of the form of action or
legal theory shall not exceed the lesser of $100,000 or the fees
received by SEI Trust or its affiliates for services provided to the
Fund during the 12 months immediately prior to the date of such loss
or damage.
(d) No party may assert a cause of action against SEI Trust or any of its
affiliates that allegedly occurred more than 12 months immediately
prior to the filing of the suit (or, if applicable, commencement of
arbitration proceedings) alleging such cause of action.
(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. DESCRIPTION OF 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 remain principally responsible to
the Fund for the acts and omissions of such other entities. 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. In the event this Agreement is terminated, SEI Trust shall deliver
the Fund's cash, securities or other property to a successor custodian
designated in writing by the Fund. In the absence of such a designation,
SEI Trust may deliver them to a bank or trust company of SEI Trust's
choice, having an aggregate capital, surplus and undivided profits, as
shown by its last published report, of not less than twenty million dollars
($20,000,000), as a custodian for the Fund to be held under terms similar
to those of this Agreement. 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 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. NOTICES. Notices shall be addressed (a) if to SEI Trust at Xxx Xxxxxxx
Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx 00000, Attention: General Counsel; (b) if
to the Fund, at ____________, Attention: __________; or (c) if to neither
of the foregoing, at such other address as shall have been given by like
notice to the sender of any such notice or other communication by the other
party. 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.
18. 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.
19. DELEGATION; ASSIGNMENT. SEI Trust may assign its rights and delegate its
duties hereunder to any affiliate of SEI Investments Company provided that
SEI Trust gives the Fund 30 days' prior written notice of such assignment
or delegation.
20. 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.
21. FURTHER ACTIONS. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
22. 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.
(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.
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: ______________________
Title: ____________________
THE CINTRA SELECT FUND, INC.
By: _____________________
Title: ___________________
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 Shares, during the term of this Agreement.
SEI Trust will not be responsible for such property until actual receipt.
2. RECEIPTS AND DISBURSEMENT OF MONEY. SEI Trust, acting upon Written
Instructions, shall open and maintain separate accounts in the Fund's name
using all cash received from or for the account of the Fund, subject to the
terms of this Agreement.
SEI Trust shall make cash payments from or for the Accounts of the Fund
only 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 and for which SEI Trust has received a copy of the broker's
or dealer's confirmation or payee's invoice, as appropriate;
(b) purchase or redemption of Shares of the Fund delivered to SEI Trust;
(c) payment of, subject to Written Instructions, interest, taxes,
administration, accounting, distribution, advisory, management fees or
similar expenses which are to be borne by the Fund;
(d) payment to, subject to receipt of Written Instructions, the Fund's
transfer agent, as agent for the shareholders, of an amount equal to
the amount of dividends and distributions stated in the Written
Instructions to be distributed in cash by the transfer agent to
shareholders, or, in lieu of paying the Fund's transfer agent, SEI
Trust may arrange for the direct payment of cash dividends and
distributions to shareholders in accordance with procedures mutually
agreed upon from time to time by and among the Fund, SEI Trust and the
Fund's transfer agent.
(e) payments, upon receipt of Written Instructions, 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;
(f) payments made to a sub-custodian pursuant to provisions in sub-section
(c) of this Section; and
(g) other payments, upon Written Instructions.
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.
(a) 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 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 of 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.
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.
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, on 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 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:
(a) for examination by a broker or dealer selling for the
account of the Fund in accordance with street delivery
custom;
(b) for the exchange of interim receipts or temporary securities
for definitive securities; and
(c) 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:
(a) 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;
(b) collect interest and cash dividends received, with notice to
the Fund, to the account of the Fund;
(c) 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
(d) 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;
(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:
(1) such periodic and special reports as the Fund may reasonably
request;
(2) a monthly statement summarizing all transactions and entries
for the account 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;
(3) the reports required to be furnished to the Fund pursuant to
Rule 17f-4 of the 1940 Act; and
(4) 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, 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 Account, 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 an Account 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 Account.
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 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.
SCHEDULE B
Fees
The Fund shall pay SEI Trust compensation at the annual rate of 0.01% of the net
assets of the Fund. Such compensation shall be calculated and accrued monthly,
and paid to SEI Trust quarterly, within 10 business days of quarter-end.
