Letter of Credit


 Exhibit 10.38 
 

 
 JPMorgan Chase Bank, N.A. 
 c/o JPMorgan Treasury Services 
 Global Trade Services 
 10420 Highland Manor Drive 
 Tampa, FL 33610 
 JAN 29, 2009 
 OUR L/C NO.: TPTS-728215 
  

			
	TO:	 	APPLICANT:
	 SEI DAILY INCOME TRUST PRIME
 OBLIGATION
FUND
	 	 SEI INVESTMENTS COMPANY
 1  FREEDOM VALLEY DRIVE
 OAKS, PA 19456

	ATTN: TIM BARTO	 
	 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-728215
		
	FURTHER IDENTIFICATION:	  	ISSUE
		
	DATE OF ISSUE:	  	JANUARY 29, 2009
		
	BENEFICIARY:	  	SEI DAILY INCOME TRUST PRIME
		  	OBLIGATION FUND
		  	ATTN: TIM BARTO
		  	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:	  	USD5,000,000.00
		
	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 

  


			
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 JPMorgan Chase Bank, N.A. 
 c/o JPMorgan Treasury Services 
 Global Trade Services 
 10420 Highland Manor Drive 
 Tampa, FL 33610 
 JAN 29, 2009

 OUR L/C NO.: TPTS-728215 
  

 
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-728215 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-728215 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 DOCUMENTS INDICATED HEREIN. 
 BENEFICIARY’S DATED STATEMENT PURPORTEDLY SIGNED BY ONE
OF ITS OFFICIALS READING AS FOLLOWS: 
 “THE AMOUNT OF THIS DRAWING, USD
                    , UNDER JPMORGAN CHASE BANK, N.A. LETTER OF CREDIT NO. TPTS-728215 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 DAILY INCOME TRUST PRIME OBLIGATION FUND.” 
 ALL CORRESPONDENCE AND ANY DRAWINGS HEREUNDER ARE TO BE DIRECTED TO 

  


			
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 JPMorgan Chase Bank, N.A. 
 c/o JPMorgan Treasury Services 
 Global Trade Services 
 10420 Highland Manor Drive 
 Tampa, FL 33610 
 JAN 29, 2009

 OUR L/C NO.: TPTS-728215 
  

 
JPMORGAN CHASE BANK, N.A. C/O JPMORGAN TREASURY SERVICES, 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. 
 WE HEREBY AGREE WITH YOU THAT DRAFTS DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED. 
 THE NUMBER AND THE DATE OF OUR CREDIT AND THE NAME OF OUR BANK MUST BE QUOTED ON ALL DRAFTS REQUIRED. 
 EXCEPT AS OTHERWISE
SPECIFIED HEREIN, THE LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES (1998), 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


  


			
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