/s/ Jon P. Pierson
Exhibit 10.35
JPMorgan Chase Bank, N.A.
c/o JPMorgan Treasury Services
Global Trade Services
10420 Highland Manor Drive
Tampa, FL 33610
NOV 12, 2008
OUR L/C NO.: TPTS-690475
| TO: | APPLICANT: | |
| SEI LIQUID ASSET TRUST PRIME | SEI INVESTMENTS COMPANY | |
| OBLIGATION FUND | 1 FREEDOM VALLEY DRIVE | |
| ATTN: TIM BART0 | OAKS, PA 19456 | |
| 1 FREEDOM VALLEY DRIVE | ||
| OAKS, PA 19456 |
WE HAVE ESTABLISHED OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR AS DETAILED HEREIN SUBJECT TO ISP98
| DOCUMENTARY CREDIT NUMBER: | TPTS-690475 | |
| FURTHER IDENTIFICATION: | ISSUE | |
| DATE OF ISSUE: | NOVEMBER 12, 2008 | |
| BENEFICIARY: | SEI LIQUID ASSET TRUST PRIME | |
| OBLIGATION FUND | ||
| ATTN: TIM BART0 | ||
| 1 FREEDOM VALLEY DRIVE | ||
| OAKS, PA 19456 | ||
| APPLICANT: | SEI INVESTMENTS COMPANY | |
| 1 FREEDOM VALLEY DRIVE | ||
| OAKS, PA 19456 | ||
| DATE AND PLACE OF EXPIRY: | DECEMBER 2, 2009 | |
| AT OUR COUNTER | ||
| DOCUMENTARY CREDIT AMOUNT: | USD22,000,000.00 | |
| AVAILABLE WITH: | JPMORGAN CHASE BANK, N.A. | |
| BY PAYMENT | ||
IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ADDITIONAL 12 MONTH PERIODS FROM THE
| 115009 Jessica E Tharaldson | Page 1 of 3 |
JPMorgan Chase Bank, N.A.
c/o JPMorgan Treasury Services
Global Trade Services
10420 Highland Manor Drive
Tampa, FL 33610
NOV 12, 2008
OUR L/C NO.: TPTS-690475
PRESENT OR EACH FUTURE EXPIRATION DATE, UNLESS AT LEAST 30 DAYS PRIOR TO THE CURRENT EXPIRY DATE WE SEND NOTICE IN WRITING TO YOU VIA SWIFT, OR HAND DELIVERY AT THE ABOVE ADDRESS, THAT WE ELECT NOT TO AUTOMATICALLY EXTEND THIS LETTER OF CREDIT FOR ANY ADDITIONAL PERIOD. UPON SUCH NOTICE TO YOU, YOU MAY DRAW ON US AT SIGHT FOR AN AMOUNT NOT TO EXCEED THE BALANCE REMAINING IN THIS LETTER OF CREDIT WITHIN THE THEN-APPLICABLE EXPIRY DATE, BY YOUR SWIFT OR PRESENTATION OF YOUR DRAFT AND DATED STATEMENT PURPORTEDLY SIGNED BY ONE OF YOUR OFFICIALS READING AS FOLLOWS:
QUOTE
THE AMOUNT OF THIS DRAWING USD UNDER JPMORGAN CHASE BANK, N.A. LETTER OF CREDIT NUMBER TPTS-690475 REPRESENTS FUNDS DUE US AS WE HAVE RECEIVED NOTICE FROM JPMORGAN CHASE BANK, N.A. OF THEIR DECISION NOT TO AUTOMATICALLY EXTEND LETTER OF CREDIT NUMBER TPTS-690475 AND THE UNDERLYING OBLIGATION REMAINS OUTSTANDING.
UNQUOTE
IN THE EVENT THIS LETTER OF CREDIT IS SUBSEQUENTLY AMENDED BY US TO RESCIND A NOTICE OF NON-EXTENSION AND TO EXTEND THE EXPIRY DATE HEREOF TO A FUTURE DATE, SUCH EXTENSION SHALL BE FOR THAT SINGLE PERIOD ONLY AND THIS LETTER OF CREDIT WILL NOT BE SUBJECT TO ANY FUTURE AUTOMATIC EXTENSIONS UNLESS OTHERWISE STATED.
ADDITIONAL DETAILS:
THIS LETTER OF CREDIT IS AVAILABLE WITH JPMORGAN CHASE BANK, N.A. AGAINST PRESENTATION OF YOUR DRAFT AT SIGHT DRAWN ON JPMORGAN CHASE BANK, N.A., WHEN ACCOMPANIED BY THE DOCUMENT INDICATED HEREIN.
BENEFICIARY’S DATED STATEMENT PURPORTEDLY SIGNED BY ONE OF ITS AUTHORIZED OFFICIALS READING AS FOLLOWS:
“THE AMOUNT OF THIS DRAWING USD UNDER JPMORGAN CHASE BANK, N.A. LETTER OF CREDIT NO. TPTS-690475 REPRESENTS FUNDS DUE US AS SEI INVESTMENTS COMPANY HAS FAILED TO PAY A REQUIRED CONTRIBUTION AMOUNT AS REQUIRED BY THE CAPITAL SUPPORT AGREEMENT BETWEEN SEI INVESTMENTS COMPANY AND SEI LIQUID ASSET TRUST PRIME OBLIGATION FUND.”
WE HEREBY ENGAGE WITH YOU THAT DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED.
| 115009 Jessica E Tharaldson | Page 2 of 3 |
JPMorgan Chase Bank, N.A.
c/o JPMorgan Treasury Services
Global Trade Services
10420 Highland Manor Drive
Tampa, FL 33610
NOV 12, 2008
OUR L/C NO.: TPTS-690475
ALL CORRESPONDENCE AND ANY DRAWINGS HEREUNDER ARE TO BE DIRECTED TO JPMORGAN CHASE BANK, N.A., C/O JPMORGAN TREASURY SERVICES, ATTN: STANDBY LETTER OF CREDIT DEPT., 4TH FL., 10420 HIGHLAND MANOR DRIVE, TAMPA, FLORIDA 33610. CUSTOMER INQUIRY NUMBER IS ###-###-#### CHOOSE OPTION 1. E-MAIL ADDRESS IS: ***@***. PLEASE HAVE OUR REFERENCE NUMBER AVAILABLE WHEN YOU CONTACT US.
THE NUMBER AND THE DATE OF OUR CREDIT AND THE NAME OF OUR BANK MUST BE QUOTED ON ALL DOCUMENTS REQUIRED.
EXCEPT AS FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (“ISP98”), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590.
THIS LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
| /s/ Jon P. Pierson |
| AUTHORIZED SIGNATURE |
| Jon P. Pierson |
| Assistant Vice President |
JPMorgan Chase Bank, N.A.
c/o JPMorgan Treasury Services
Global Trade Services
10420 Highland Manor Drive
Tampa, FL 33610
BILL
| L/C NO. | TRANS. NO. | BILL NO. | DATE | |||
| TPTS-690475 | 0001 | TPTS690475194568 | NOV 12, 2008 |
TO:
SEI INVESTMENTS COMPANY
1 FREEDOM VALLEY DRIVE
OAKS, PA 19456
BENEFICIARY: SEI LIQUID ASSET TRUST PRIME
WE AWAIT YOUR PAYMENT AS PER DETAILS HEREIN:
| AMOUNT | ||||
| ISSUANCE FEE | USD | 500.00 | ||
| TOTAL USD | 500.00 |
| L/C NO. | TRANS. NO. | BILL NO. | DATE | |||
| TPTS-690475 | 0001 | TPTS690475194568 | NOVEMBER 12, 2008 |
ALL INQUIRIES REGARDING THIS TRANSACTION MAY BE DIRECTED TO OUR CLIENT SERVICE GROUP AT THE FOLLOWING TELEPHONE NUMBER OR E-MAIL ADDRESS: l ###-###-#### OR ***@***
PAYMENT IS DUE UPON RECEIPT.
PAYMENT INSTRUCTIONS: (PLEASE SELECT ONE AND PROVIDE APPROPRIATE INFORMATION)
| DEBIT THE FOLLOWING JPMORGAN CHASE BANK, N.A. ACCOUNT FOR THE TOTAL AMOUNT DUE. |
DDA #
AUTHORIZED APPROVER’S INITIALS .
********* COPY *********
| 114856 Jessica E Tharaldson | Page 1 of 2 |
JPMorgan Chase Bank, N.A.
c/o JPMorgan Treasury Services
Global Trade Services
10420 Highland Manor Drive
Tampa, FL 33610
BILL
| L/C NO. | TRANS. NO. | BILL NO. | DATE | |||
| TPTS-690475 | 0001 | TPTS690475194568 | NOV 12, 2008 |
TO:
SEI INVESTMENTS COMPANY
1 FREEDOM VALLEY DRIVE
OAKS, PA 19456
BENEFICIARY: SEI LIQUID ASSET TRUST PRIME
| DEBIT OUR ACCOUNT NO. , HELD WITH ABA ROUTING NUMBER . |
WE HAVE CONTACTED THE INSTITUTION WITH AUTHORIZATION, FOR THE TOTAL AMOUNT DUE.
AUTHORIZED APPROVER’S INITIALS .
FOR FUTURE TRANSACTIONS PLEASE FORWARD A DEBIT AUTHORIZATION FORM TO US FOR COMPLETION.
| ENCLOSED IS A CHECK IN THE AMOUNT OF $ FOR THE TOTAL AMOUNT DUE TO: |
JPMORGAN CHASE BANK, N.A.
SBLC GROUP
21591 NETWORK PLACE
CHICAGO, ILLINOIS 60673-1215
| A WIRE TRANSFER PAYMENT HAS BEEN MADE TO JPMORGAN CHASE BANK, N.A. ABA 021000021, A/C ###-###-#### QUOTING THE L/C AND BILL NUMBER(S) FOR THE TOTAL AMOUNT DUE. |
*** FAX COMPLETED FORM TO ###-###-#### ***
********* COPY *********
| 114856 Jessica E Tharaldson | Page 2 of 2 |
