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Exhibit
10.2
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 Money
Market 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 Fund’s 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 Fund’s
failure to maintain a stable net asset value of $1.00 per share
could adversely affect the Support Provider’s proprietary
mutual fund business, which would reduce the profits derived by the
Support Provider from this line of business and potentially injure
the Support Provider’s 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:
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(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; |
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(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 |
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(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 $3,000,000, 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 three million dollars
($3,000,000).
(h) “Minimum
Permissible NAV” means $0.995.
(i) “NAV
Deviation” means the deviation, if any, of the Fund’s
current net asset value per share calculated using available market
quotations (or an appropriate substitute that reflects current
market conditions) below the Fund’s 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
Fund’s 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 Provider’s obligations under this
Agreement.
(j) “Permissible NAV
Deviation” means $0.005.
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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 Fund’s 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 Fund’s 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
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