Amendment No.1 to Amended and Restated Capital Support Agreement


 Exhibit 10.32.1 
 AMENDMENT NO. 1 
 TO 
 AMENDED AND RESTATED 
 CAPITAL SUPPORT AGREEMENT 
 THIS AMENDMENT NO. 1 (the “Amendment”) to the Amended and Restated Capital Support Agreement, effective as of the 13th day of March 2009 (the “Amendment
Effective Date”), between SEI Daily Income Trust (the “Trust”) for and on behalf of its Prime Obligation Fund (the “Fund”) and SEI Investments Company (the “Support Provider”). 
 WHEREAS: 
  

	 	1.	The parties hereto have entered into an Amended and Restated Capital Support Agreement, dated as of November 5, 2008 (the “Agreement”); 

  

	 	2.	The Support Provider intends to purchase from the Fund no later than March 31, 2009 all of the Covered Investments that are issued by Cheyne Finance, LLC and Gryphon Funding
Limited (together, the “Cheyne Notes”); and 

  

	 	3.	Upon completion of the purchase, the parties wish to reduce the Required Collateral Amount to reflect the decreased level of Covered Investments held by the Fund.


 NOW THEREFORE, in consideration of the premises, covenants, representations and warranties contained herein and intending to be legally
bound hereby, the parties hereto agree as follows: 
  

	 	1.	Unless otherwise expressly provided herein, capitalized terms used herein shall have the meanings assigned to them in the Agreement. 

  

	 	2.	No later than March 31, 2009, Support Provider shall purchase the Cheyne Notes from the Fund at a purchase price to be determined in accordance with Rule 17a-9 under the
Investment Company Act of 1940. 

  

	 	3.	Promptly after receipt by the Fund of payment for the sale of the Cheyne Notes, the Fund shall cancel the Letter of Credit issued by JPMorgan Chase Bank, N.A. to the Fund dated
November 8, 2007 in the amount of one hundred twenty six million dollars ($126,000,000) (the “Covered LOC”). 

  

	 	4.	Effective upon receipt by the Fund of payment for the sale of the Cheyne Notes, Section 1(j) of the Agreement shall be deleted in its entirety and replaced as set forth below:


 “Required Collateral Amount” means Collateral having a value equal to the amount by which the Amortized Cost Value
of the Covered Investments exceeds 90% of the then-current market value of the Covered Investments as determined by the Fund for purposes of calculating the Fund’s net asset value per share. 
  

	 	5.	Effective upon receipt by the Fund of payment for the sale of the Cheyne Notes, Schedule A to the Agreement shall be deleted in its entirety and replaced with the Schedule A
attached hereto. 

  

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 IN WITNESS WHEREOF, the parties caused this Amendment No. 1 to the Capital Support Agreement to be
executed this 13th day of March, 2009. 
  

			
	SEI INVESTMENTS COMPANY
		
	By:	 	/s/ Dennis J. McGonigle
	Name:	 	Dennis J. McGonigle
	Title:	 	Chief Financial Officer
	
	ADDRESS FOR NOTICES:
	
	 One Freedom Valley Drive
 Oaks, PA
19456

	
	SEI DAILY INCOME TRUST for and on behalf of
its PRIME OBLIGATION FUND
		
	By:	 	/s/ Timothy D. Barto
	Name:	 	Timothy D. Barto
	Title:	 	Vice President
	
	ADDRESS FOR NOTICES:
	
	 One Freedom Valley Drive
 Oaks, PA
19456



  

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 SCHEDULE A TO SUPPORT AGREEMENT 
  

						
	 Issuer
	  	Cusip	  	Par
	 Victoria Finance
	  	85431AKE6	  	$	65,309,470

  

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