CAPITAL SUPPORT AGREEMENTEquity Contribution Agreement |
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Exhibit 10.1
CAPITAL SUPPORT AGREEMENT
THIS CAPITAL SUPPORT AGREEMENT (this Agreement) is made as of the 8th day of November, 2007, by and between SEI Investments Company (the Support Provider) and SEI Daily Income Trust Prime Obligation Fund (the Fund).
WITNESSETH:
WHEREAS, the Fund is an investment company registered with the Securities and Exchange Commission in accordance with the Investment Company Act of 1940 (as amended, the 1940 Act);
WHEREAS, the Fund is a money market fund that seeks to maintain a stable net asset value of $1.00 per share using the Amortized Cost Method as defined in and in accordance with Rule 2a-7 promulgated under the 1940 Act (as amended, Rule 2a-7);
WHEREAS, the Fund holds notes and other instruments (the Notes) issued by Cheyne Finance LLC and other structured investment vehicles shown on Schedule A attached hereto (each, an Issuer);
WHEREAS, Rule 2a-7(c)(6)(ii) requires a money market fund to dispose of [a portfolio] security as soon as practicable consistent with achieving an orderly disposition of the security, , absent a finding by the board of directors that disposal of the portfolio security would not be in the best interests of the money market fund (which determination may take into account, among other factors, market conditions that could affect the orderly disposition of the portfolio security) upon the occurrence of certain events;
WHEREAS, one or more of the events specified in Rule 2a-7(c)(6)(ii) have occurred with respect to certain of the Notes;
WHEREAS, a sale of the Notes under current market conditions is unlikely to result in the full recovery of the Funds investments, and may cause the Fund to realize losses to the extent that it could no longer maintain a stable net asset value of $1.00 per share;
WHEREAS, the Funds failure to maintain a stable net asset value of $1.00 per share could adversely affect the Support Providers proprietary mutual fund business, which would reduce the profits derived by the Support Provider from this line of business and potentially injure the Support Providers goodwill and reputation; and
WHEREAS, the Board of Trustees of the Fund (each a Board) will consider this Agreement in determining whether disposal of the Notes currently would be in the best interest of the Fund:
NOW, THEREFORE, in consideration of the above premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Support Provider hereby agrees as follows:
1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings indicated:
(a) Amortized Cost Value means, with respect to any Eligible Note held by the Fund, the value of that Eligible Note as determined using the Amortized Cost Method in accordance with Rule 2a-7 on the relevant date.
(b) Capital Contribution means a cash contribution by the Support Provider to the Fund for which the Support Provider does not receive any shares or other consideration from the Fund.
(c) Contribution Event means, with respect to any Eligible Note held by any Fund, any of the following occurrences:
| (i) | Any sale of the Eligible Note by the Fund for cash in an amount, after deduction of any commissions or similar transaction costs, less than the Amortized Cost Value of the Eligible Note sold as of the date of settlement; |
| (ii) | Receipt of final payment on the Eligible Note in an amount less than the Amortized Cost Value of that Eligible Note as of the date such payment is received; or |
| (iii) | Issuance of orders by a court having jurisdiction over the matter discharging the Issuer from liability for the Eligible Note and providing for payments on that Eligible Note in an amount less than the Amortized Cost Value of that Eligible Note as of the date such payment is received. |
The excess of the Amortized Cost Value of the Eligible Notes subject to a Contribution Event over the amount received by the Fund in connection with such Contribution Event shall constitute the Loss on such Eligible Notes.
(d) Eligible Notes means the Notes held by the Fund as portfolio securities on the date hereof or any Replacement Notes other than Qualifying New Securities.
(e) Letter of Credit means one or more letters of credit issued by the Letter of Credit Provider for the benefit of the Fund in an aggregate amount equal to $126,000,000, and which shall terminate no sooner than the date set forth in Section 3(c)(iv) of this Agreement.
(f) Letter of Credit Provider means JP Morgan Chase Bank, NA., or any substitute provider whose obligations are rated as First Tier Securities as defined in paragraph (a)(12) of Rule 2a-7.
(g) Maximum Contribution Amount means one hundred twenty six million dollars ($126,000,000).
(h) Minimum Permissible NAV means $0.9975 for so long as the Fund is rated by Standard & Poors, and $0.995 if the Fund is not rated by Standard & Poors.
(i) NAV Deviation means the deviation, if any, of the Funds current net asset value per share calculated using available market quotations (or an appropriate substitute that reflects current market conditions) below the Funds price per share for purposes of distribution, redemption and repurchase of its shares calculated using the Amortized Cost Method. The NAV Deviation shall be calculated in accordance with procedures adopted by the Funds Board in compliance with Rule 2a-7(c)(7)(ii)(A), except that, for purposes of calculating the Required Contribution Amount, it shall exclude any account receivable or other asset representing the Support Providers obligations under this Agreement.
(j) Permissible NAV Deviation means $0.0025 for so long as the Fund is rated by Standard & Poors, and $0.005 if the Fund is not rated by Standard & Poors.
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(k) Qualifying New Securities means any Notes or Replacement Notes which are or become Eligible Securities, as defined in paragraph (a)(10) of Rule 2a-7.
(l) Replacement Notes means any securities or other instruments received in exchange for, or as a replacement of, the Notes as a result an exchange offer, debt restructuring, reorganization or similar transaction pursuant to which the Notes are exchanged for, or replaced with, new securities of the Issuer or a third party.
(m) Required Contribution Amount means for the Fund on the date of any Contribution Event: (i) if the Funds NAV Deviation, after giving effect to any Contribution Events and all payments received by the Fund in respect of the Eligible Notes, exceeds the Permissible NAV Deviation, a Capital Contribution in an amount sufficient to reduce the Funds NAV Deviation to such Permissible NAV Deviation after giving effect to such Capital Contribution, or (ii), in any other event, zero. The Required Contribution Amount is intended to enable the Fund to maintain its net asset value per share at no less than the Minimum Permissible NAV.
2. Covenants of the Fund. The Fund agrees that:
(a) To the extent consistent with the Funds interest, the Board shall consult with the Support Provider with respect to all decisions regarding each Eligible Note (including, but not limited to, any decision to sell the Eligible Note or to forgo the right to any payment) prior to the occurrence of a Contribution Event with respect to that Eligible Note. Nothing in this Agreement shall be construed to cause the delegation by the Board to any person any authority which is not permitted to be delegated under Rule 2a-7.
(b) The Fund will retain any Capital Contribution and not include the Capital Contribution in any dividend or other distribution to the Funds shareholders. For the avoidance of doubt, for purposes of this subparagraph, the redemption of the Funds shares shall not constitute a distribution to shareholders.
(c) The Fund will sell the Eligible Notes (i) promptly following any change in the Letter of Credit Providers short term credit ratings such that the Letter of Credit Providers obligations no longer qualify as First Tier Securities as defined in paragraph (a)(12) of Rule 2a-7, or (ii) on the business day immediately prior to the date set forth in subparagraph 3(c)(iv); provided that, the Fund shall not be required to complete any such sale if the amount the Fund expects to receive would not result in the payment of a Capital Contribution, or, with respect to an event described in 2(c)(i) above, if the Support Provider substitutes an obligation or credit support that satisfies the requirement of a First Tier Security within fifteen (15) calendar days from the occurrence of such event and, during such 15 day period, the Letter of Credit Providers obligations continue to qualify as Second Tier Securities under paragraph (a)(22) of Rule 2a-7.
3. Contributions to Fund.
(a) If a Contribution Event occurs prior to the occurrence of a Termination Event, the Support Provider will make a Capital Contribution in an amount equal to the least of (i) the Loss incurred as a result of such Contribution Event, (ii) the Required Contribution Amount, or (iii) the Maximum Contribution Amount reduced by the amount of any Capital Contribution previously made by the Support Provider to the Fund.
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(b) The Support Provider shall make the Capital Contribution to the Fund not later than one business day after the occurrence of a Contribution Event, by 12:00 noon, Eastern Time. Each Capital Contribution made hereunder shall be made in immediately available funds, without deduction, set-off or counterclaim, to the Fund. In the event that the Support Provider does not make a Capital Contribution when due, the Fund will draw upon the Letter of Credit by 4:00






