CUSTODIAN SERVICES AGREEMENT
THIS CUSTODIAN SERVICES AGREEMENT is entered into as of August 24, 2006
by and between SEI PRIVATE TRUST COMPANY, a savings association supervised by
the Office of Thrift Supervision ("SEI Trust"), and OLD FIELD FUND, LLC, a
Delaware limited liability company (the "Onshore Feeder Fund"); OLD FIELD MASTER
FUND, LLC, a Delaware limited liability company (the "Master Fund") and OLD
FIELD FUND, LDC, a Cayman Islands limited duration company (the "Offshore Feeder
Fund" and, together with the Onshore Feeder Fund and the Master Fund, the
"Funds" and each such party may be referred to herein as a "Fund").
W I T N E S S E T H:
WHEREAS, the Onshore Feeder Fund and the Master Fund are each 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 Funds wish 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
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(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, with respect to a Fund, any officer of such
Fund and any other person authorized by such Fund to give written
Instructions on behalf of such Fund. An Authorized Person's scope of
authority may be limited by setting forth such limitation in a
written document signed by such Fund and SEI Trust.
(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.
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
(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) Intentionally omitted.
(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 a Fund.
(l) PROPERTY means with respect to a Fund:
(i) any and all securities and other investment items which such
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 such 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 such Fund,
which are received by SEI Trust from time to time, from or on
behalf of such Fund.
(m) WRITTEN INSTRUCTIONS means with respect to each Fund (i) written
instructions delivered by hand, mail or facsimile sending device
and signed by two Authorized Persons of such Fund 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. Each Fund hereby appoints SEI Trust to provide custodian
services to such Fund, and SEI Trust accepts such appointment and agrees to
furnish such services.
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
3. DELIVERY OF DOCUMENTS. Each 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.
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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 Funds or any other
entity.
5. INSTRUCTIONS.
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(a) Unless otherwise provided in this Agreement, SEI Trust shall act
only upon Written Instructions.
(b) SEI Trust shall be entitled to rely upon any 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 Written Instructions
received hereunder are not in any way inconsistent with the
provisions of organizational documents of the Funds or of any vote,
resolution or proceeding of a Fund's Managers or of a Fund's
members, unless and until SEI Trust receives Written Instructions to
the contrary.
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
6. RIGHT TO RECEIVE ADVICE. With respect to each Fund,
(a) ADVICE OF A 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 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 cost
shall be borne by the Fund.
(c) CONFLICTING ADVICE. In the event of a conflict between directions or
advice 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 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 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 Written
Instructions, or (ii) to act in accordance with such directions or
advice or Written Instructions.
7. RECORDS; VISITS. With respect to each Fund, the books and records
pertaining to such Fund, which are in the possession or under the control of SEI
Trust shall be the property of such Fund. Such books and records shall be
prepared and maintained as required by the 1940 Act and other applicable
securities laws, rules and regulations. Each Fund and such Fund's 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 applicable
Fund, copies of any such books and records shall be provided by SEI Trust to
such Fund or to an authorized representative of such Fund, at the Fund's
expense.
8. CONFIDENTIALITY. Each party shall keep confidential any information
relating to the other parties 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 a Fund or
SEI Trust, their respective subsidiaries and affiliated companies and the
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
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 a 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 that is the owner
of such Confidential Information 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. With respect to each Fund, SEI Trust shall
cooperate with such Fund's independent public accountants and shall take all
reasonable action to make any requested information available to such
accountants as reasonably requested by such 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 Funds.
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 Funds, 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 Funds will pay to SEI Trust a fee or fees as may be
agreed to in writing from time to time by the Funds and SEI Trust. The Funds
acknowledges that SEI Trust may receive float benefits in connection with
maintaining certain accounts required to provide services under this Agreement.
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
13. INDEMNIFICATION. Each 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 such 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.
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(a) SEI Trust shall be under no duty to take any action hereunder on
behalf of a Fund except as specifically set forth herein or as may
be specifically agreed to by SEI Trust and such 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. 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.
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
(d) No Fund may assert a cause of action against SEI Trust or any of its
affiliates more than six months after the close of the applicable
fiscal year during which such alleged cause of action arises;
provided, however, that the foregoing restriction shall only prevent
the bringing of claims that such Fund knew or, exercising reasonable
judgment, should have known about during such period.
(e) Each party shall have a duty to mitigate damages for which the other
parties 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
Funds 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
(i) by the Funds on sixty (60) days' prior written notice to SEI Trust; or (ii)
by SEI Trust on sixty (60) days' prior written notice to the Funds. In the
event this Agreement is terminated (pending appointment of a successor to SEI
Trust or vote of the members of the Funds to dissolve or to function without a
custodian of its cash, securities or other property), SEI Trust shall not
deliver the Funds' cash, securities or other property to the Funds. It 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 Funds 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
any of the Funds, at 000 Xxxxxxx Xxxxxx, Xxxxx 000, XX, XX 00000, Attention:
Legal Counsel; 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 a party hereunder. If notice is sent by confirming electronic,
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
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 Funds 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 Funds 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, each 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.
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
(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: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Title: VP
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OLD FIELD FUND, LLC
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
Title: Secretary
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OLD FIELD MASTER FUND, LLC
By: /s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
Title: Secretary
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OLD FIELD FUND, LDC
By: Old Field Fund LLC as managing member
/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
Title: Secretary
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
SCHEDULE A
DESCRIPTION OF SERVICES.
With respect to each Fund, SEI Trust shall provide the following list of
services to such Fund:
1. DELIVERY OF THE PROPERTY. Each 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 such Fund's
name using all cash received from or for the account of such 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 such 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 such 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 such Fund;
(d) payment to, subject to receipt of Written Instructions, such 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 such 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
such 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 such Fund and held by or delivered to SEI Trust;
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
(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 such 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 such Fund's Managers, or any officer, employee or agent of such
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 Funds (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 Funds (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 each 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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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
4. TRANSACTIONS REQUIRING INSTRUCTIONS. Upon receipt of Written Instructions
and not otherwise, SEI Trust, directly or through the use of the Book-
Entry System, shall:
(a) deliver any securities held for such 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
Written Instructions, proxies, consents, authorizations, and any
other instruments whereby the authority of such 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 such 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 such 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 such Fund and take
such other steps as shall be stated in said Written Instructions to
be for the purpose of effectuating a duly authorized plan of
liquidation, reorganization, merger, consolidation or
recapitalization of such Fund;
(g) release and deliver or exchange securities owned by such Fund in
connection with any conversion of such securities, pursuant to their
terms, into other securities;
(h) release and deliver securities owned by such 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 such Fund for
other purposes.
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
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 such 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 such 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 authorizing
contrary actions.
SEI Trust shall administer the Book-Entry System as follows:
(a) With respect to securities of such 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 such Fund.
(b) Assets of such 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 such Fund with such reports on its own system of
internal control as such Fund may reasonably request from time to time.
6. REGISTRATION OF SECURITIES. All Securities held for such 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 such Fund may be registered in the name of such
Fund, SEI Trust, the Book-Entry System, a sub-custodian, or any duly
appointed nominee of such Fund, SEI Trust, Book-Entry System or sub-
custodian. Such Fund reserves the right to instruct SEI Trust as to the
method of registration and safekeeping of the securities of such Fund.
Such 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 such 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 such 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
such Fund, then Written Instructions must designate the person who owns
such securities.
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
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 such 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 such Fund of such
receipt and credit such income, as collected, to such Fund's
custodian account;
(ii) endorse and deposit for collection, in the name of such Fund,
checks, drafts, or other orders for the payment of money;
(iii) receive and hold for the account of such Fund all securities
received as a distribution on such 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 such 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 such Fund in accordance with street delivery
custom;
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
o for the exchange of interim receipts or temporary
securities for definitive securities; and
o for transfer of securities into the name of such 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 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 such Fund;
o collect interest and cash dividends received, with
notice to such Fund, to the account of such Fund;
o hold for the account of such Funds 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 such 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 such
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 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;
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
(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 Funds pay out of the moneys held for the
account(s) of such 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
Written Instructions.
10. SALES OF SECURITIES. SEI Trust shall settle sold securities upon receipt
of 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 such 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 such Fund upon such sale, provided that the total amount
payable is the same as was set forth in the 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 such Fund the following reports:
(i) such periodic and special reports as such Fund may reasonably
request;
(ii) a monthly statement summarizing all transactions and entries
for the account of such Fund, listing each portfolio security
belonging to such 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 such Fund including disbursements;
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
(iii) the reports required to be furnished to such Fund pursuant to
Rule 17f-4 of the 1940 Act; and
(iv) such other information as may be agreed upon from time to time
between such Fund and SEI Trust.
(b) SEI Trust shall transmit promptly to such 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 such 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 such
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 such 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. Such 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
Funds. If payment is not received by SEI Trust within a reasonable time
after proper demands have been made, SEI Trust shall notify such Fund in
writing, including copies of all demand letters, any written responses
and memoranda of all oral responses and shall await instructions from
such 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 such Fund as soon as reasonably practicable
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whenever income due on securities is not collected in due course and
shall provide such Fund with periodic status reports of such income
collected after a reasonable time.
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
SCHEDULE B
FEES
The Funds shall pay to SEI Trust compensation at the annual rate of .01% of the
net assets of the Master Fund,. Such compensation shall be calculated and
accrued monthly, and paid to SEI Trust quarterly, within 10 business days of
quarter-end.
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THIS DOCUMENT CONSTITUTES CONFIDENTIAL INFORMATION OF SEI PRIVATE TRUST COMPANY
