Letter of Credit


 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 1-800-634-1969 CHOOSE OPTION 1. E-MAIL ADDRESS IS: GTS.CLIENT.SERVICES@JPMCHASE.COM. 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-800-634-1969 OR GTS.CLIENT.SERVICES@JPMCHASE.COM 
 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
                        . 
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	 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 324331754 QUOTING THE L/C AND BILL NUMBER(S) FOR THE TOTAL AMOUNT DUE.


 *** FAX COMPLETED FORM TO 312-954-3140 *** 
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	 114856 Jessica E Tharaldson
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