Capital Support Agreement



 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 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: 
  

	 	(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 & Poor’s, and $0.995 if the Fund is not
rated by Standard & Poor’s. 
 (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 $0.0025 for so long as the Fund is rated by Standard & Poor’s, and $0.005 if the Fund is not rated by Standard & Poor’s. 
  

 -2- 








 (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 extent consistent with the Fund’s 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 Fund’s shareholders. For the avoidance of doubt, for purposes of this subparagraph, the redemption of the
Fund’s 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 Provider’s short term credit ratings such that the Letter of Credit Provider’s 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 Provider’s 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. 
  

 -3- 








 (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 p.m. on the day that such Capital Contribution was required to have been made in an amount equal to the Capital Contribution that is due,
and any amount received under such Letter of Credit shall be deemed to be a Capital Contribution made hereunder by the Support Provider. 
 (c) The obligation of the Support Provider to make Capital Contributions pursuant to this Agreement shall terminate upon the earliest to occur of (such occurrence, the “Termination Event”) (i) the repayment in full, in cash,
of all Eligible Notes, (ii) the Support Provider having made Capital Contributions equal to the Maximum Contribution Amount, (iii) the receipt of Replacement Notes for all of the Notes that are, or become, Qualifying New Securities, and
(iv) 5:00 p.m. Eastern Time on November 6, 2008. Upon the occurrence of a Termination Event, the Fund shall surrender the Letter of Credit for cancellation. 
 4. Reliance by the Fund and the Board. The Support Provider acknowledges and consents to: 
 (a) The
Board’s reliance on the Support Provider’s obligations under this Agreement in making any determination required under Rule 2a-7; and 
 (b) For purposes of calculating the Fund’s NAV Deviation, the inclusion of the Capital Contribution that would be payable to the Fund under this Agreement if all of the Eligible Notes were sold on the date of such calculation for the
market value used to calculate such NAV Deviation; and 
 (c) The inclusion of such amount in the Fund’s audited or unaudited financial
statements, to the extent required by generally accepted accounting principles. 
 5. Representations and Warranties. The Support
Provider hereby represents and warrants that: 
 (a) It is duly organized and validly existing under the laws of the jurisdiction of its
organization or incorporation and, if relevant under such laws, in good standing; 
 (b) It has the power to execute this Agreement, to
deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; 
 (c) Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government
applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; 
 (d) All governmental
and other consents that are required to have been obtained by it with respect to this Agreement to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; 

(e) Its obligations under this Agreement to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with
their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless
of whether enforcement is sought in a proceeding in equity or at law)); and 
  

 -4- 








 (f) Its obligations under this Agreement shall be supported by a Letter of Credit issued for the benefit
of the Fund and provided by the Letter of Credit Provider, which has obtained short-term credit ratings of A-1 from Standard & Poor’s, P-1 from Moody’s Investors Services and F-1 from Fitch Ratings. 
 6. General. 
 (a) The Fund may not
assign its rights under this Agreement to any person or entity, in whole or in part, without the prior written consent of the Support Provider. 
 (b) No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with
respect to or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof. 
 (c) If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

 (d) Subject to the next sentence, all notices shall be in writing and shall be deemed to be delivered when received by certified mail,
postage prepaid, return receipt requested, or when sent by facsimile or e-mail confirmed by call back. All notices shall be directed to the address set forth under the party’s signature or to such other address as either party may, from time to
time, designate by notice to the other party. 
 (e) No amendment, change, waiver or discharge hereof shall be valid unless in writing and
signed by the Support Provider and the Fund; provided that, in no event shall any amendment, change, waiver or discharge hereof extend the date set forth in Section 3(c)(iv), unless the parties hereto have obtained the prior approval of the
staff of the U.S. Securities and Exchange Commission. 
 (f) This Agreement shall be governed in all respects by the laws of the Commonwealth
of Pennsylvania without regard to its conflict of laws provisions. 
 (g) This Agreement constitutes the complete and exclusive statement of
all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. 
 (h) This Agreement is solely for the benefit of the Fund, and no other person shall acquire or have any rights under or by virtue of this Agreement.

 (i) This Agreement shall terminate upon the occurrence of any change in the Letter of Credit Provider’s short-term credit ratings
such that the Letter of Credit Provider’s obligations no longer qualify as First Tier Securities as defined in paragraph (a)(12) of Rule 2a-7, unless the Support Provider satisfies the terms of paragraph 2(c) of this Agreement relating to
arrangements for a substitute obligation or credit support. Termination under this Section 6(i) shall not relieve (i) the Funds of their obligation to sell the Eligible Notes, to the extent that such a sale is required by Section 2(c)
of this Agreement; or (ii) the Support Provider of its obligation to make a Capital Contribution to the Fund following such a sale, to the extent that such sale would give rise to a Contribution Event. 
  

 -5- 








 IN WITNESS WHEREOF, the Support Provider has caused this Capital Support Agreement to be executed this
8th day of November, 2007. 
  

			
	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 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


  

 -6- 








 SCHEDULE A TO SUPPORT AGREEMENT 
  

							
	 Issuer
	 	 Cusip
	 	 Par
	 	 Maturity

	ASSCHER FINANCE CORP	 	04539EAK7	 	40,095,000.0000	 	07/16/2008
	CARRERA CAPITAL	 	14443EBA2	 	50,000,000.0000	 	07/30/2008
	CHEYNE FINANCE	 	16705ECW1	 	50,000,000.0000	 	10/25/2007
	CHEYNE FINANCE	 	16705EDU4	 	125,000,000.0000	 	01/25/2008
	CHEYNE FINANCE	 	16705EEM1	 	77,000,000.0000	 	03/25/2008
	CULLINAN FINANCE	 	23002RDP2	 	50,000,000.0000	 	12/03/2007
	CULLINAN FINANCE	 	23002REZ9	 	75,000,000.0000	 	03/25/2008
	KESTREL FUNDING	 	49254EAP4	 	100,000,000.0000	 	03/27/2008
	LIBERTY LIGHTHOUSE	 	53070PRR1	 	50,000,000.0000	 	06/23/2008
	SEDNA FINANCE	 	81567ECJ1	 	10,000,000.0000	 	12/07/2007
	SIGMA FINANCE CORP	 	8265Q0ML3	 	5,000,000.0000	 	11/21/2007
	STANFIELD VICTORIA	 	85431AJJ7	 	40,000,000.0000	 	12/17/2007
	STANFIELD VICTORIA	 	85431AKE6	 	80,000,000.0000	 	03/20/2008
	TANGO FINANCE	 	87582TFJ3	 	15,000,000.0000	 	11/16/2007
	TANGO FINANCE	 	87582TJR1	 	5,000,000.0000	 	11/19/2007
	WHISTLEJACKET	 	96335WFD0	 	50,000,000.0000	 	11/21/2007
	WHISTLEJACKET	 	96335WFE8	 	27,750,000.0000	 	11/28/2007

  

 -7-