CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made as of September 12, 2005 by and between SEI PRIVATE
TRUST COMPANY, a limited purpose federal thrift supervised by the Office of
Thrift Supervision, with its place of business located at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("SEI Trust"), and SAGE MULTI-STRATEGY FUND, L.L.C., a
Delaware limited liability company, with its place of business located at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (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 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) "INTERESTS" mean the limited liability company interests of the
Fund.
(h) "SEI TRUST" means SEI Private Trust Company, and any of its
subsidiaries or affiliates.
(i) "SEI Investments Company" means SEI Investments Company, and any
of its subsidiaries or affiliates.
(j) "SEC" means the Securities and Exchange Commission.
(k) "SECURITIES LAWS" mean the 1933 Act, the 1934 Act, the 1940 Act
and the CEA.
(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, each in accordance with the terms of this Agreement.
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;
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(c) a copy of the Fund's advisory and sub-advisory agreements, if
any;
(d) a copy of the distribution/underwriting agreements with respect
to Interests;
(e) a copy of the Fund's administration agreement;
(f) copies of any distribution and/or member servicing plans and
agreements made in respect of the Fund; and
(g) certified or authenticated copies of any and all amendments or
supplements to the foregoing.
4. COMPLIANCE WITH LAWS.
SEI Trust undertakes to comply with the applicable requirements of the
Securities Laws and any 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 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 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.
6. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF THE FUND. If SEI Trust is in doubt as to any action it
should or should not take, SEI Trust must request directions or
advice, including 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 with respect to the Fund, SEI Trust must 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.
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(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. SEI Trust shall promptly inform the
Fund of such conflict.
(d) PROTECTION OF SEI TRUST. SEI Trust shall be indemnified by the
Fund and without liability for any action SEI Trust 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 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 (i) to seek such directions
or advice or Written Instructions, or (ii) to act in accordance
with such directions or advice or Written Instructions. Nothing
in this Section 6 shall excuse SEI Trust, and SEI Trust shall not
be indemnified, for an act or omission taken by SEI Trust that
constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard by SEI Trust of any duties, obligations or
responsibilities set forth in this Agreement.
7. RECORDS; VISITS. The books and records pertaining to the Fund, which are in
the possession or under the control of SEI Trust shall be the property of
the Fund. Such books and records shall be prepared and maintained as
required by the 1940 Act 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.
(a) SEI Trust agrees on behalf of itself and its employees to treat
confidentially all records and other information relative to the
Fund and its members received by SEI Trust in connection with
this Agreement, including any non-public personal information as
defined in Regulation S-P, and that it shall not use or disclose
any such information except for the purpose of carrying out the
terms of this Agreement; provided, however, that SEI Trust may
disclose such information as required by law or after prior
notification to and approval in writing by the Fund, which
approval may not be withheld where SE Trust may be exposed to
civil or criminal contempt proceedings or penalties for failure
to comply.
(b) 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,
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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, SEI Investments Company, 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, SEI
Investments Company 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
5
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. Notwithstanding the foregoing, neither SEI Trust, nor any of
its affiliates, including their respective officers, directors, agents
and employees, shall be indemnified against any liability (or any
expenses incident to such liability) caused by SEI Trust's or its
affiliates' own willful misfeasance, bad faith, gross negligence or
reckless disregard in the performance of SEI Trust's activities under
this Agreement. The provisions of this Section 13 shall survive
termination of this Agreement.
14. RESPONSIBILITY OF SEI TRUST.
(a) SEI Trust shall be under no duty to take any action hereunder on
behalf of the Fund except as necessary to fulfill its duties and
obligations as specifically set forth herein or as may be
specifically agreed to by SEI Trust and the Fund in a written
amendment hereto. SEI Trust shall be obligated to exercise 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
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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.
(d) No party may assert a cause of action against SEI Trust or any of
its affiliates (i) more than 16 months immediately after the time
of discovery of the alleged cause of action or (ii) at such time
as is prohibited by any applicable statute of limitations, which
ever occurs first.
(e) Each party shall have a duty to mitigate damages for which the
other party may become responsible.
The provisions of this Section 14 shall survive termination of this Agreement.
15. 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 provided that it is approved by the Fund's Board of Managers as of
the time that it is effective. SEI Trust shall not be required to make any
delivery or payment of assets upon termination until full payment shall
have been made to SEI Trust of all of its fees, compensation, costs and
expenses (such expenses include, without limitation, expenses associated
with movement (or duplication) of records and materials and conversion
thereof to a successor service provider, or to a bank or trust company
pending appointment of such successor, and all trailing expenses incurred
by SEI Trust). SEI Trust shall have, to the extent permissible under the
1940 Act, a security interest in and shall have a right of setoff against
the Property as security for the payment of such fees, compensation, costs
and expenses.
17. SUCCESSOR CUSTODIAN. If a successor custodian shall be appointed by the
Board of Managers, SEI Trust shall, upon the termination of this Agreement
and at the cost of the Fund, deliver to such successor custodian at the
office of SEI Trust, duly endorsed and in the form for transfer, all
securities, funds and other
7
properties then held by it hereunder and shall transfer to an account of
the successor custodian all of the securities of the Fund held in a
Book-Entry System. In the event that no Written Instructions designating a
successor custodian shall have been delivered to SEI Trust on or before the
date when any termination of this Agreement shall become effective, then
SEI Trust shall have the right to deliver at the cost of the Fund to a bank
or trust company, which is a "bank" as defined in the 1940 Act, of its own
selection, having an aggregate capital, surplus, and undivided profits, as
shown by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by SEI Trust and all
instruments held by SEI Trust relative thereto and all other property held
by it under this Agreement and to transfer to an account of such successor
custodian all of the securities of the Fund held in a Book-Entry System.
Thereafter, such bank or trust company shall be the successor of SEI Trust
under this Agreement, and SEI Trust shall have no further liability
hereunder, except as otherwise specifically provided by this Agreement. In
the event that securities, funds and other properties remain in the
possession of SEI Trust after the date of termination hereof owing to
failure of the Board of Managers to appoint a successor custodian, SEI
Trust shall be entitled to fair compensation for its services during such
period as SEI Trust retains possession of such securities, funds and other
properties and the provisions of this Agreement relating to the duties and
obligations of the Trust shall remain in full force and effect.
The provisions of this Section 17 shall survive any termination of this
Agreement.
18. NOTICES. Notices shall be addressed (a) if to SEI Trust at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel; (b) if
to the Fund, at c/o Sage Capital Management, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 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.
19. AMENDMENTS. This Agreement, or any term hereof, may be changed or waived
only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
20. DELEGATION; ASSIGNMENT. SEI Trust may assign its rights and delegate its
duties hereunder to any affiliate of SEI Investments Company at no
additional cost to the Fund provided that SEI Trust gives the Fund 30 days'
prior written notice of such assignment or delegation.
21. COUNTERPARTS. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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22. FURTHER ACTIONS. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
23. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement embodies the entire agreement
and understanding between the parties and supersedes all prior
agreements and understandings relating to the subject matter
hereof, provided that the parties may embody in one or more
separate documents their agreement, if any, with respect to
delegated duties.
(b) NO REPRESENTATIONS OR WARRANTIES. Except as expressly provided in
this Agreement, SEI Trust hereby disclaims all representations
and warranties, express or implied, made to the Fund or any other
person, including, without limitation, any warranties regarding
quality, suitability, merchantability, fitness for a particular
purpose or otherwise (irrespective of any course of dealing,
custom or usage of trade), of any services or any goods provided
incidental to services provided under this Agreement. SEI Trust
disclaims any warranty of title or non-infringement except as
otherwise set forth in this Agreement.
(c) NO CHANGES THAT MATERIALLY AFFECT OBLIGATIONS. Notwithstanding
anything in this Agreement to the contrary, the Fund agrees not
to make any modifications to its registration statement or adopt
any policies which would affect materially the obligations or
responsibilities of SEI Trust hereunder without the prior written
approval of SEI Trust, which approval shall not be unreasonably
withheld or delayed.
(d) CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction
or effect.
(e) GOVERNING LAW. This Agreement shall be deemed to be a contract
made in New York and governed by the laws of the State of New
York, 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.
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(i) LIMITATION OF LIABILITY. A copy of the Fund's Certificate of
Formation is on file with the Secretary of State of the State of
Delaware, and notice is hereby given that this Agreement is
executed on behalf of the Board of Managers of the Fund as
Managers and not individually and that the obligations of this
instrument are not binding upon any of the Managers, officers or
members of the Fund individually but are biding only upon the
assets of the property of the Fund.
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: _________________________________
NAME: ______________________________
TITLE: _______________________________
SAGE MULTI-STRATEGY FUND, L.L.C.
BY: _________________________________
NAME: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
TITLE: Manager
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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 purchase of Interests, 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
(each, an "Account") 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 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, of this Schedule A, and for which SEI
Trust has received a copy of (i) the subscription agreement,
(ii) the broker's or dealer's confirmation, or (iii) payee's
invoice, as appropriate;
(b) purchase or repurchase of Interests 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 administrator as agent for the members of the Fund, of
an amount equal to the amount of dividends and distributions
stated in the Written Instructions to be distributed in cash
by the administrator to members of the Fund, or, in lieu of
paying the Fund's administrator, SEI Trust may arrange for the
direct payment of cash dividends and distributions to members
of the Fund in accordance with procedures mutually agreed upon
from time to time by and among the Fund, SEI Trust and the
Fund's administrator.
(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 2; and
(g) other payments, upon Written Instructions.
Sched. A-1
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 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 United States
banks or trust companies to perform duties described in this
Section 3 of this Schedule A, with respect to domestic assets.
Such bank or trust company shall have an aggregate capital,
surplus and undivided profits, according to its last published
report, of at least one million dollars ($1,000,000), if it is a
subsidiary or affiliate of SEI Trust, or at least twenty million
dollars ($20,000,000) if such bank or trust company is not a
subsidiary or affiliate of SEI Trust. In addition, such bank or
trust company must be qualified to act as custodian and agree to
comply with the relevant provisions of the 1940 Act and any other
applicable rules and regulations. Any such arrangement will not
be entered into without prior written notice to the Fund (or as
otherwise provided in the 1940 Act).
In addition, SEI Trust may enter into arrangements with
sub-custodians with respect to services regarding foreign assets.
Any such arrangement will be entered into with prior written
notice to the Fund (or as otherwise provided in the 1940 Act).
SEI Trust shall remain responsible for the performance of all 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 Written Instructions
and not otherwise, SEI Trust, directly or through the use of the Book-Entry
System, shall:
Sched. A-2
(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
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 such 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) of this Schedule A.
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
Sched. A-3
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
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 must
designate the person who owns such securities.
8. TRANSACTIONS NOT REQUIRING WRITTEN 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
Sched. A-4
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 instructions to the
contrary, SEI Trust shall:
Sched. A-5
(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 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 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;
Sched. A-6
(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 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
(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, 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
Sched. A-7
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.
Sched. A-8
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.
Sched. B-1