CUSTODIAN SERVICES AGREEMENT
THIS CUSTODIAN SERVICES AGREEMENT is entered into as of October 13,
2006 by and between SEI PRIVATE TRUST COMPANY, a savings association supervised
by the Office of Thrift Supervision ("SEI Trust") and OLD MUTUAL 2100 EMERGING
MANAGERS MASTER FUND, L.L.C., a Delaware limited liability company (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 has entered into an Administration Agreement with SEI
Investments Global Funds Services ("SEI Investments"), an affiliate of SEI
Trust, pursuant to which SEI Investments will provide certain administrative
services including procuring and supervising entities retained by the Fund to
provide custody services (the "Administration Agreement"); and
WHEREAS, the Administration Agreement provides that SEI Investments
will pay SEI Trust a fee for the custodian services provided herein by SEI
Trust; and
WHEREAS, SEI Trust shall receive compensation for the services provided
herein from SEI Investments; 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
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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.
(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
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(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. The
instructions may be delivered electronically or by hand, mail
or facsimile sending device.
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.
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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 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 reasonable 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 reasonably
takes or does not take in reliance upon directions or advice or
Oral Instructions or Written
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Instructions SEI Trust receives from or on behalf of the Fund or
from counsel to the Fund and which SEI Trust reasonably
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.
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.
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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, SEI Trust shall receive a fee or fees as may be agreed to in
writing from time to time by the Fund and SEI Trust or an affiliate of SEI
Trust. The Fund shall also be responsible for and shall reimburse SEI Trust for
SEI Trust's reasonable costs and expenses incurred in connection with the
performance of its services under this Agreement. The Fund and SEI Trust
acknowledge and agree that the fees payable pursuant to this Section 12 shall be
paid by the Fund in accordance with the terms of the Administration Agreement, a
copy of which shall be provided to 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. 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. Neither SEI Trust, nor any of its affiliates, shall be
indemnified or held harmless against any liability (or any expenses incident to
such liability) caused by SEI Trust's or its affiliates' own willful
misfeasance,
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bad faith, gross negligence or reckless disregard in the performance of SEI
Trust's activities under this Agreement.
SEI Trust agrees to indemnify and hold harmless the Fund 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 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 or its
affiliates take in connection with the provision of services to the Fund under
this Agreement, provided that such action or omission to act arises from SEI
Trust's or its affiliates' willful misfeasance, bad faith, gross negligence or
reckless disregard in the performance of the services provided under this
Agreement. Notwithstanding the foregoing, neither the Fund, nor any of its
affiliates, shall be indemnified or held harmless against any liability (or any
expenses incident to such liability) caused by the Fund's or its affiliates' own
willful misfeasance, bad faith, gross negligence or reckless disregard of its
obligations 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, (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.
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(d) No party may assert a cause of action against SEI Trust or any
of its affiliates of which such party knew or reasonably should
have known to have 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. 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 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 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. In the event this Agreement is terminated (pending appointment of a
successor to SEI Trust or vote of the members of the Fund to dissolve or to
function without a custodian of its cash, securities or other property), SEI
Trust shall not deliver the Fund's cash, securities or other property to the
Fund . SEI Trust shall deliver such cash, securities or other property to a bank
or trust company of SEI Trust's choice and reasonably satisfactory to the Fund,
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 c/o
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0000 Xxxxx Xxxx LLC, 000 Xxxxxx Xxx., Xxxxxx Xxxxx, Xxxxxxxx, XX 00000,
Attention: General Counsel; or (c) 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
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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.
(i) 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.
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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: ____________________
OLD MUTUAL 2100 EMERGING MANAGERS MASTER FUND, L.L.C.
By: _____________________
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 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 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, 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;
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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, 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.
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).
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;
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(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
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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.
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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;
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
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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 account 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;
(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
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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 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;
(iii) the reports required to be furnished to the Fund pursuant
to Rule 17f-4 of the 1940 Act; and
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(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 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.
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