Schedule F of Registrant: SEC File Number: Date: Form ADV Continuation Sheet for Form ADV Part II SEI Investments Management /15/10

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1 Schedule F of Registrant: SEC File Number: Date: Form ADV Continuation Sheet for Form ADV Part II SEI Investments Management /15/10 Corporation (Do not use this Schedule as a continuation sheet for Form ADV Part I or any other schedules.) 1. Full name of Registrant exactly as stated in item 1A of Part I of Form ADV: IRS Empl. Ident. No.: SEI Investments Management Corporation Item of Form (identify) 1(A), 1(B),1(C) and 1(D) ADVISORY SERVICES AND FEES Answer SEI Investments Management Corporation ( SIMC ) is investment advisor to various types of institutional or sophisticated investors, including but not limited to, corporate and union sponsored pension plans, defined contribution plans (including 401(k) plans), endowments, charitable foundations, hospital organizations, banks, trust departments, trusts, corporations and high net worth individuals (each, a Client ). SIMC also serves as the investment advisor to a number of pooled investment vehicles, including investment companies registered under the Investment Company Act of 1940, hedge funds, collective investment trusts and offshore investment funds. SIMC conducts various analytically distinct, although interdependent, investment management businesses as follows: 1. Pooled Investment Vehicles: SEI Family of Funds SIMC serves as the investment advisor to the portfolios within the SEI family of mutual funds, each a SEC-registered investment company (the "SEI Funds"). SIMC oversees the SEI Funds as a manager-of-managers and in that capacity retains one or more sub-advisors to provide day-to-day securities selection for each portfolio. SIMC is generally responsible for establishing, monitoring, and administering the investment program of each SEI Fund. Each SEI Fund pays an advisory fee that is based on a percentage of the portfolio's average daily net assets, as described in the mutual fund s registration statement. From such amount, SIMC pays the sub-advisor(s) to the portfolio. SIMC s fee is negotiable, but it typically ranges from.10% % of the portfolio's average daily net assets for its advisory services. Additionally, affiliates of SIMC provide administrative, distribution and transfer agency services to all of the portfolios within the SEI Funds, as described in the SEI Funds registration statements. These fees and expenses are paid by the SEI Funds but ultimately are borne by each shareholder of the SEI Funds. Private Placement Funds SIMC also serves as investment advisor for several alternative funds: SEI Opportunity Fund, LP Liquidating Trust; SEI Offshore Opportunity Fund LTD; SEI Offshore Opportunity Fund II LTD; SEI Structured Credit Fund, LP; SEI Advanced Strategy Series SPC; SEI Global Private Equity 2005 Fund, LP; SEI Global Private Equity Fund II (2007), LP; SEI Global Private Assets III (2010) Fund, L.P.; SEI Alpha Strategy Portfolios, LP; SEI Special Situations Fund, Ltd.; and SEI Managed Accounts Portfolio SPC (together, the SEI Alternative Funds ) Collective Investment Trusts SIMC serves as investment advisor to various collective trust funds (together, the SEI Collective Trust Funds ), each of which invests primarily in a combination of underlying SEI Funds of different asset classes, or an individual SEI Alternative Fund, for which SIMC serves as investment advisor. SIMC receives compensation either directly as investment manager to the SEI Funds and SEI Alternative Funds, or is paid an advisory fee directly from clients investing into the SEI Collective Trust Funds. SEI Trust Company, an affiliate of SIMC, serves as trustee of the SEI Collective Trust Funds. SEI Trust Company is entitled to compensation for its services as trustee to the SEI Collective Trust Funds. The SEI Collective Trust Funds are investment funds

2 maintained for the collective investment of tax qualified defined contribution plans and governmental plans and are each exempt from SEC registration as an investment company under Section 3(c)(11) of the Investment Company Act of Each underlying investment portfolio in each SEI Collective Trust Fund has a separate investment strategy with its own distinct asset allocation. For certain SEI Collective Trust Funds, SIMC may also perform investment advisory services with respect to managing the asset allocation of the SEI Collective Trust Fund s underlying investment portfolios. SIMC has the ultimate responsibility for the investment performance of the SEI Alternative Funds, and of the SEI Funds, due to its responsibility to oversee the sub-advisors and recommend their hiring, termination, and replacement. Registered Offshore Funds SIMC serves as investment adviser to Irish-registered UCITS Funds, which are sold to non-us investors. SIMC also serves as sub-advisor to several proprietary Canadian-registered mutual funds to which SIMC s affiliate serves as advisor. 2. SEI Asset Allocation Program The Asset Allocation Program is offered to high net worth individuals, defined benefit plans, participant and non-participant directed defined contribution plans, institutions, endowments, and foundations through a network of independent financial intermediaries such as registered investment advisors, financial planning firms, broker/dealers, and banks and other financial institutions ( Independent Advisors ). Under the Asset Allocation Program, SIMC does not have an investment advisory relationship with either the Independent Advisor or the Independent Advisor s clients ( Clients ). Instead, SIMC and its affiliates make various tools and investment products available to Independent Advisors to assist them in providing asset allocation investment solutions to their Clients. With the Asset Allocation Program, an Independent Advisor serves as the investment advisor to the Client, and is responsible for analyzing the Client s current financial situation, risk tolerance, time horizon, and asset class preference. The Independent Adviser may use tools made available by SIMC, including SEI s proprietary Proposal Tool, to develop the appropriate asset allocation strategy for the Client. For this investment advisory service, the Independent Advisor will charge an investment advisory fee disclosed in the Independent Advisor firm s Form ADV, and will sign an investment advisory agreement with the Client to which SIMC is not a party. Based upon the Client s information, the Independent Advisor and the Client select an investment strategy and choose from one of many mutual fund asset allocation models comprised of SEI Funds (for which SIMC serves as advisor) which may be provided by SIMC, or may purchase individual mutual funds. SIMC does not conduct an independent investigation of the Client or the Client s financial condition. The Asset Allocation models provided by SIMC are not tailored to accommodate the needs or objectives of any specific Client. The Independent Advisor is solely responsible for determining the suitability of the Asset Allocation model strategy for its Client, including any money managers, mutual funds, security or asset in the allocation. The Independent Advisor will allocate the assets placed in the Client s account among the SEI Funds in accordance with the investment strategy or model selected by the Client with the assistance of the Independent Advisor. The Client, through the Independent Advisor, may adjust their asset allocation to help ensure that the mix reflects the objectives of the chosen strategy or choose a new investment strategy. Within the Asset Allocation Program, SIMC may periodically adjust the target allocations among the Funds in a model. SIMC also may create new models within the Asset Allocation Program which reflect significant changes in allocation among the Funds. Since a large portion of the assets in the Funds may be comprised of Clients in models, this reallocation activity could result in significant purchase or redemption activity in the Funds. While reallocations are intended to benefit Clients that invest in the Funds through the Asset Allocation models, they could in certain cases have a detrimental effect on Funds that are being materially reallocated, including by increasing portfolio turnover (and related transaction costs), disrupting portfolio management strategy, and causing a Fund to incur taxable gains. SIMC seeks to manage the impact to the

3 Funds resulting from reallocations in the Strategies. The SEI Funds are administered, distributed, and in some cases advised by SIMC or its affiliates for which it is paid fees as discussed in section 1 of this Form ADV. SIMC may provide Independent Advisors with assistance on end-client investment proposals and investment related tax observation services. It is the Advisor s responsibility to ensure the suitability of any proposed investment or observation for their Client. 3. Managed Account Programs: SEI Mutual Fund Implementation The SEI Mutual Fund Implementation (the "Fund Implementation") is offered by SIMC through a network of independent financial intermediaries ( Financial Professionals ). These Financial Professionals are typically registered investment advisors, financial planning firms, broker/dealers, banks and other financial institutions who have been engaged by SIMC to (i) provide solicitation, marketing and client administrative services with respect to SEI s managed account solutions offered through the SEI Advisor Network, and (ii) promote the managed account solutions to the Financial Professional s representatives, or other supervised persons in order for such individuals to introduce SEI s managed account solutions to the Financial Professional s clients which may benefit from the investment services available from SIMC and its affiliates. Clients for the Fund Implementation may include, but are not limited to, high net worth individuals. The Financial Professional serves as the agent, attorney-in-fact, and primary contact to the investor in the Fund Implementation (the Client ), is responsible for providing Client with all standard investment program materials, account opening paperwork (including a risk tolerance questionnaire), and assisting Client in completing such paperwork. Upon SEI s request, the Financial Professional must verify to SIMC at least annually that the Financial Professional met with and reviewed the Client s financial and other information and confirmed all such information remains accurate or promptly provide changes to such information to SIMC to assist SIMC in fulfilling its management responsibilities. The Financial Professional may use tools made available by SIMC, including SEI s proprietary proposal tool, to assist the Client in selecting an appropriate mutual fund implementation strategy for the Client. SIMC is the sponsor of and adviser to the Fund Implementation. SIMC is responsible for investment management services concerning the investment and reinvestment of Client s assets designated by the Client. SEI s investment management services will be limited to managing assets which the Client has instructed be invested into the Fund Implementation. SIMC will manage such assets in accordance with the Client s investment objectives and risk profile, as determined through Client s completion of SEI s Risk Tolerance Questionnaire and the provision of other required information in the Client s account application. SIMC will recommend the specific mix of SEI Funds for the Client s account using the information gathered about the Client on the Client s account paperwork, a completed Risk Tolerance Questionnaire, and the use of SEI s proprietary proposal tool. Once the Client has selected a mutual fund implementation strategy, SIMC will manage the Client s assets allocated to the strategy on a discretionary basis within the Client s selected strategy. SIMC may not invest the Client s assets in any other available mutual fund implementation strategy without the Client first completing all SEI-required paperwork, including a new Risk Tolerance Questionnaire (or similar suitability-related supplemental information), and thereafter instructing SIMC to manage assets in accordance with any appropriate mutual fund implementation strategy thereafter selected by the Client. The fees set forth below reflect the Investment Fee SIMC will charge to Clients for investment in a mutual fund implementation strategy, prior to any applicable waivers. As set forth in each Client s investment management agreement with SIMC, SIMC will waive its receipt of this fee with respect to that portion of the Client s assets that is invested in an SEI mutual fund in an amount equal to the expense ratio of the fund. The Investment Management Fee is a percentage of the market

4 value of the Investor s Account invested in the portfolio strategy calculated daily and paid quarterly net of any income, withholding or other taxes. Fund Implementation Private Client Strategy Strategy Fee Private Client Short Term Strategy 0.66% Private Client Defensive Strategy 0.74% Private Client Conservative Strategy 0.93% Private Client Moderate Strategy 1.15% Private Client Core Market Strategy 1.17% Private Client Market Growth Strategy 1.22% Private Client Aggressive Strategy 1.26% Private Client Equity Strategy 1.25% Private Client Tax-Managed Short Term Strategy 0.74% Private Client Tax-Managed Defensive Strategy 0.92% Private Client Tax-Managed Conservative Strategy 1.00% Private Client Tax-Managed Moderate Strategy 1.04% Private Client Tax-Managed Core Market Strategy 1.04% Private Client Tax-Managed Market Growth Strategy 1.14% Private Client Tax-Managed Aggressive Strategy 1.25% Private Client Tax-Managed Equity Strategy 1.24% For soliciting the Client for participation in the Fund Implementation and providing on-going account administration services, the Financial Professional will receive a solicitation and services fee payable from the Client s Account assets. This fee (the Servicing Fee ) will be established between the Client and the Financial Professional in the Client s account application and the Client will consent to the payment of the Servicing Fee therein. The Servicing Fee will not exceed 1.35% of the account s value on an annual basis. This Servicing Fee will be calculated daily on the Client s Account balance and payable quarterly net of any income, withholding or other taxes. The Servicing Fee is separate from and in addition to SIMC s Investment Management Fee described above. Clients may also be charged separate fees for the custody and reporting services provided by SIMC s affiliate, SEI Private Trust Company. In addition to the Servicing Fee, SIMC will pay the Financial Professional out of its own resources an additional fee equal to five (5) basis points of the Client s Account balance, calculated daily and paid quarterly in arrears, for the Financial Professional s solicitation and administrative service. As this fee is paid solely out of SIMC s own resources, this fee will not increase the Client s Investment Management Fee, Service Fee or any other fees or expenses payable by the Client. SIMC s fees do not cover transfer taxes, exchange fees, handling charges, electronic fund and wire transfer fees, and any other charges imposed by law or otherwise agreed to with regard to Client s account. Participation in the Fund Implementation may cost the Client more or less than if the Client paid separately for investment advice and other services, depending on, for example, whether SIMC or another firm served as investment advisor to the Client. In addition, the total fees for participating in the Fund Implementation may be higher or lower than that charged by other sponsors of comparable wrap fee programs. The Financial Professional recommending the Fund Implementation to Clients receives compensation as a result of a Client s participation in the Fund Implementation. The amount of this compensation may be more than what the Financial Professional would receive if the Client participated in other programs of SIMC or other sponsors or paid separately for investment advice and other services. Therefore, the Financial Professional may have a financial incentive to recommend the Fund Implementation over other programs or services.

5 SIMC s Investment Fees and the Financial Professional s Servicing Fee will be disclosed to the Client at the time of the initial investment. A Client s Investment Fees will increase or decrease to the extent the Client instructs SIMC to invest into a different strategy and provides SIMC with all necessary information. Information regarding the SEI Funds can be found in the Fund s prospectus, which should be read carefully by all Clients before investing. The Funds prospectuses will be provided to all Clients by the Financial Professional. Managed Account Program and Integrated Managed Account Program SIMC sponsors the SEI Managed Account Program (the MAP Program ), which is offered to Independent Advisors for investment by their Clients, such as high net worth individuals, trusts, endowments and foundations and institutions. In the MAP Program, SIMC selects sub-advisors to manage individual portfolios of stocks and bonds based on a specific investment style. SIMC may change available sub-advisers in its sole discretion with written notice to the Client. In certain cases, SIMC may manage securities directly, rather than delegating to a sub-adviser. Mutual funds may be recommended for a portfolio, including the SEI Funds, for which SIMC also serves as investment manager. Within MAP, certain sub-advisers may delegate execution of their purchases and sales to another entity. Additionally, the MAP Program offers a feature called Integrated Managed Account Program ( IMAP and, together with the MAP Program, the MAP Program ), which is an enhancement to the standard MAP Program. In IMAP, an overlay manager is appointed for the equity portion of the Client s Managed Account Portfolio. The various equity sub-advisors for the Client s Portfolio provide buy/sell lists to the overlay manager, which then is responsible for executing the transactions, with the goal of increased coordination across the equity account, increased tax efficiency and additional features such as wash sale prevention. An integration fee will be charged to the Client's account when the Client selects the IMAP feature. These additional fees only apply to the equity portion of a Client's account that is allocated to the integrated equities portfolio; the fees do not apply to the fixed income or funds portion of the Client's account (if applicable). A selection of Clients may receive a fee discount. Under the MAP Program, SIMC enters into a tri-party agreement ( Managed Account Agreement ) with the Independent Advisor and its Client which provides for the management of certain Client assets in accordance with the terms thereof. Pursuant to the Managed Accounts Agreement, the Client appoints the Independent Advisor as its investment advisor to assist the Client in selecting an asset allocation strategy, which would include the percentage of Client assets allocated to designated portfolios of separate securities (each, a Managed Account Portfolio ) and may include the percentage of assets allocated to a portfolio of mutual funds advised by SIMC or an affiliate of SIMC. The Independent Advisor serves as the primary Client contact, is responsible for analyzing the Client s current financial situation, return expectations, risk tolerance, time horizon, and asset class preference. The Independent Advisor may use tools made available by SIMC, including SEI s proprietary Proposal Tool, to develop the appropriate asset allocation strategy for the Client. The Independent Advisor is responsible for determining a Client s initial and ongoing suitability to invest in the Managed Account Program, including the suitability of the particular asset allocation strategy selected for the Client. The Independent Advisor is also responsible for meeting with Clients at least annually to determine any material changes to the Client s financial circumstances or investment objectives that may affect the manner in which such Client s assets are invested. The Client appoints SIMC to manage the assets in each Managed Account Portfolio in accordance with the strategy selected by the Client together with the Independent Advisor. SIMC is responsible for managing only those assets that the Client allocates to the Program in accordance with the investment strategies selected, and conducts a suitability review, both initial and ongoing, relating to such selected investment strategies. Client may, at any time, impose reasonable restrictions on the management of Client s account. Certain banks and other financial institutions (jointly Banks ) may offer IMAP to its clients by entering into a sub-advisory agreement with SIMC, in which Bank appoints SIMC to manage the assets in each Managed Account Portfolio in accordance with a strategy selected by the Client and Bank. Additionally, SIMC may provide certain Banks solely with access to SIMC s tax overlay manager to use with an agreed-upon number of the Bank s equity managers in the Bank s proprietary managed account program. SIMC may charge such Banks up to 40 bps for such

6 services. Client may appoint Bank as investment advisor under a separate written instrument, to assist client in selecting an asset allocation strategy which would include the percentage of investor assets allocated to Managed Account Portfolios and may include the percentage of assets allocated to a portfolio of mutual funds advised by SIMC or its affiliates. Banks are solely responsible for determining a Client s initial and ongoing suitability to invest in the Managed Account Program, and the suitability of the particular asset allocation selected for the Client, depending on the Client s goals, risks, tolerance, income needs, limitations and financial circumstances. Banks are also responsible for meeting with Clients at least annually to determine any material changes to the Client s financial circumstances or investment objectives that may affect the manner in which such Client s assets are invested. SIMC s maximum fee schedule for the Program is as follows (which includes investment management fees and brokerage commissions): The fees payable to SIMC for Large Cap Core Transition Strategy: 0.85% for the first $1 million 0.80% for the next $2 million 0.75% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for US Equity Core, Large Cap Core, US Large Cap Growth and US Large Cap Value Strategies: 0.90% for the first $1 million 0.90% for the next $2 million 0.85% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for Managed Volatility/Tax-Sensitive Managed Volatility Strategies: 0.90% for the first $1 million 0.90% for the next $2 million 0.85% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for Mid Cap Strategy: 1.10% for the first $1 million 1.00% for the next $2 million 0.90% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for Small Cap Strategies: 1.20% for the first $1 million 1.10% for the next $2 million 1.00% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for International Equity Strategy: 1.20% for the first $1 million 1.10% for the next $2 million 1.00% for the next $2 million Negotiable for above $5 million

7 The fees payable to SIMC for Active Municipal Bond and Core Fixed Income Strategies: 0.70% for the first $1 million 0.65% for the next $2 million 0.60% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for Laddered Municipal Bond Strategy, Laddered Corporate Bond Strategy, Laddered Treasury Inflation Protected Securities (TIPS) Strategy, Certificate of Deposit (CD) Portfolio Strategy, and the Floating Rate Note Strategy: 0.30% for the first $500, % for the next $500, % for the next $1 million 0.20% for the next $3 million Negotiable for above $5 million The fees payable to SIMC for the IMAP feature are up to 0.15% for the first $500,000 and 0.05 % for amounts in excess of $500,000 in assets under management. SIMC s fees shall be a percentage of the market value of the Client s Managed Account Portfolio assets. SIMC s fees shall be calculated and payable quarterly in arrears and net of any income, withholding or other taxes. SIMC may also charge Banks a one-time fee of up to $25,000 for initial implementation of the IMAP Program. SIMC may impose minimum account balances ranging from $50,000 to $1,000,000 depending upon the Managed Account Portfolio chosen and whether the Client selects the IMAP feature. To the extent a Client s assets in a MAP account are invested in SEI Funds, SIMC and its affiliates will earn fund-level fees on those assets, as set forth in the applicable Fund s prospectus. Under the MAP Program, the Client receives investment advisory services, the execution of securities brokerage transactions, custody services and reporting services for a single specified fee. The MAP Program fee represents total compensation to be received by: (1) SIMC for investment advisory services; (2) designated sub-advisors for investment management services; (3) SIDCO, an affiliate of SIMC, for execution of Program brokerage transactions; and (4) SEI Private Trust Company ( SPTC ), an affiliate of SIMC, for custodial and reporting services. In certain cases, Banks may offer IMAP to its clients and charge clients separately for investment management and brokerage commissions (the Unbundled IMAP Program ). Under the Unbundled IMAP Program, the Client is charged separately for brokerage transactions by SIMC s affiliate, SIDCO or any other non-affiliated broker/dealer used in the program. Participation in the MAP Program may cost the participant more or less than purchasing such services separately. In addition, the MAP Program fee may be higher or lower than that charged by other sponsors of comparable wrap fee programs. The aforementioned fees may be subject to a discount and may be higher or lower than those charged by other investment advisors for similar services. SIMC may also serve as a sub-advisor to other third party separately managed accounts. SEI Managed Account Implementation The SEI Managed Account Implementation is offered by SIMC through a network of independent financial intermediaries ( Financial Professionals ). These Financial Professionals are typically

8 registered investment advisors, financial planning firms, broker/dealers, banks and other financial institutions who have been engaged by SIMC to (i) provide solicitation, marketing and client administrative services with respect to SEI s managed account solutions, including the managed account solutions, offered through the SEI Advisor Network, and (ii) promote the managed account solutions to the Financial Professional s representatives, or other supervised persons in order for such individuals to introduce SEI s managed account solutions to the Financial Professional s clients which may benefit from the investment services available from SIMC and its affiliates. Clients for the Managed Account Implementation may include, but are not limited to, high net worth individuals. In the Managed Account Implementation, SIMC selects sub-advisors to manage individual portfolios of stocks and bonds based on a specific investment style. SIMC may change available sub-advisers in its sole discretion with written notice to the Client. In certain cases, SIMC may manage securities directly, rather than delegating to a sub-adviser. Mutual funds may be recommended for a portfolio, including the SEI Funds, for which SIMC also serves as investment manager. The Financial Professional serves as the agent, attorney-in-fact, and primary contact to the investor in the Managed Account Implementation (the Client ), is responsible for providing Client with all standard investment program materials, account opening paperwork (including a risk tolerance questionnaire), and assisting Client in completing such paperwork. Upon SEI s request, the Financial Professional must verify to SIMC at least annually that the Financial Professional met with and reviewed the Client s financial and other information and confirmed all such information remains accurate or promptly provide changes to such information to SIMC to assist SIMC in fulfilling its management responsibilities. The Financial Professional may use tools made available by SIMC, including SEI s proprietary proposal tool, to assist the Client in selecting an appropriate individual manager implementation strategy for the Client. SIMC is the sponsor of and adviser to the Managed Account Implementation. SIMC is responsible for investment management services concerning the investment and reinvestment of Client s assets designated by the Client. SEI s investment management services will be limited to managing assets which the Client has instructed be invested into the Managed Account Implementation. SIMC will manage such assets in accordance with the Client s investment objectives and risk profile, as determined through Client s completion of SEI s Risk Tolerance Questionnaire and the provision of other required information in the Client s account application. SIMC will recommend the specific mix of portfolio managers and/or SEI s funds for the Client s account using the information gathered about the Client on the Client s account paperwork, a completed Risk Tolerance Questionnaire, and the use of SEI s proprietary proposal tool. Once the Client has selected an individual manager implementation strategy, SIMC will manage the Client s assets allocated to the strategy on a discretionary basis within the Client s selected strategy. SIMC may not invest the Client s assets in any other available individual manager implementation strategy without the Client first completing all SEI-required paperwork, including a new Risk Tolerance Questionnaire (or similar suitability-related supplemental information), and thereafter instructing SIMC to manage assets in accordance with any appropriate individual manager implementation strategy thereafter selected by the Client. SIMC generally hires portfolio managers (both affiliated and non-affiliated firms), either directly or through mutual funds or other pooled investment vehicles managed by such firms, to select individual securities. The portfolio managers are selected based on SIMC's manager research process. SIMC uses proprietary databases and software, supplemented by data from various third parties, to perform a qualitative and quantitative analysis of portfolio managers. The qualitative analysis focuses on a manager's investment process, personnel, and performance. Quantitative analysis identifies the sources of a manager's return relative to a benchmark. SIMC uses proprietary performance attribution models as well as models developed by BARRA, Wilshire, and others in its manager research process. Each asset class in an individual manager implementation strategy generally offers multiple portfolio managers. Additionally, the Managed Account Implementation offers an enhancement to the standard

9 program in which an overlay manager is appointed for the equity portion of the Client s individual manager implementation strategy. The various equity sub-advisors for the Client s strategy provide lists to the overlay manager indicating securities to buy and sell. The overlay manager is then is responsible for executing the transactions, with the goal of increased coordination across the equity account, increased tax efficiency and minimization of wash sales. An integration fee will be charged to the Client's account when the Client selects this tax management feature. These additional fees only apply to the equity portion of a Client's account that is allocated to the integrated equities portfolio; the fees do not apply to the fixed income or funds portion of the Client's account (if applicable). A selection of Clients may receive a fee discount. Neither the tax manager nor SIMC offers tax advice; clients should consult with their tax advisors as to the suitability of the tax management feature for their accounts. In the Managed Account Implementation, clients pay a fee to SIMC for its advisory services, the trade execution provided by SIMC s affiliate SEI Investments Distribution Co., and the advisory services of portfolio managers (the Investment Fee ). The Investment Fee is a percentage of the market value of the Investor s Account invested in the portfolio strategy calculated daily and paid quarterly net of any income, withholding or other taxes. The Investment Fee does not cover charges resulting from trades effected with or through brokerdealers other than SEI Investments Distribution Co. or its affiliates or agents, or mark-ups or markdowns by these other broker-dealers. The Investment Fee also does not cover transfer taxes, exchange fees, odd-lot differentials, handling charges, electronic fund and wire transfer fees, and any other charges imposed by law or otherwise agreed to with regard to Client s Account. To the extent a Client s strategy contains SEI Funds, SIMC will waive its receipt of this fee with respect to that portion of the Client s assets that is invested in an SEI mutual fund in an amount equal to the expense ratio of the fund. SIMC s maximum Investment Fee schedule for the Managed Account Implementation is as follows (which includes investment management fees and brokerage commissions). The fees might be subject to discount: The fees payable to SIMC for Large Cap Core Transition Strategy: 1.05% for the first $1 million 1.00% for the next $2 million 0.95% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for US Equity Core, Large Cap Core, US Large Cap Growth and US Large Cap Value Strategies: 1.10% for the first $1 million 1.10% for the next $2 million 1.05% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for Managed Volatility/Tax-Sensitive Managed Volatility Strategies: 1.10% for the first $1 million 1.10% for the next $2 million 1.05% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for Mid Cap Strategy: 1.30% for the first $1 million 1.20% for the next $2 million 1.10% for the next $2 million

10 Negotiable for above $5 million The fees payable to SIMC for Small Cap Strategies: 1.40% for the first $1 million 1.30% for the next $2 million 1.20% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for International Equity Strategy: 1.40% for the first $1 million 1.30% for the next $2 million 1.20% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for Active Municipal Bond and Core Fixed Income Strategies: 0.90% for the first $1 million 0.85% for the next $2 million 0.80% for the next $2 million Negotiable for above $5 million The fees payable to SIMC for Laddered Municipal Bond Strategy, Laddered Corporate Bond Strategy, Laddered Treasury Inflation Protected Securities (TIPS) Strategy, Certificate of Deposit (CD) Portfolio Strategy, and the Floating Rate Note Strategy: 0.50% for the first $500, % for the next $500, % for the next $1 million 0.40% for the next $3 million Negotiable for above $5 million Clients that select the tax overlay feature pay SIMC an additional annual fee, calculated and paid quarterly in arrears, of 0.15 % of the total account value up to the first $500,000, and 0.05% of the total account value in excess of $500,000. This fee is only applied to the equity portion of Account. SIMC pays a portion of this fee to the portfolio manager acting as the account's integration manager. Please note that certain portfolio managers may not be available for accounts using this feature. Clients may also be charged separate fees for the custody and reporting services provided by SIMC s affiliate, SEI Private Trust Company. For soliciting the Client for participation in the Managed Account Implementation and providing on-going account administration services, the Financial Professional will receive a solicitation and services fee payable from the Client s Account assets. This fee (the Servicing Fee ) will be established and agreed to between the Client and the Financial Professional in the Client s account application and the Client will consent to the payment of the Servicing Fee therein. The Servicing Fee will not exceed 1.35% of the account s value on an annual basis. This Servicing Fee will be calculated daily on the Client s Account balance and payable quarterly net of any income, withholding or other taxes. The Servicing Fee is separate from and in addition to SIMC s Investment Management Fee described above. In addition to the Servicing Fee, SIMC will pay the Financial Professional out of its own resources an additional fee equal to five (5) basis points of the Client s Account balance, calculated daily and paid quarterly in arrears, for the Financial Professional s solicitation and administrative service. As this fee is paid solely out of SIMC s own resources, this fee will not increase the Client s Investment Management Fee, Service Fee or any other fees or expenses payable by the Client.

11 Participation in the Managed Account Implementation may cost the Client more or less than if the Client paid separately for investment advice, brokerage, and other services. In addition, the Investment Fee may be higher or lower than that charged by other sponsors of comparable wrap fee programs. The Financial Professional recommending the Managed Account Implementation to Clients receives compensation as a result of a Client s participation in the Managed Account Implementation. The amount of this compensation may be more than what the Financial Professional would receive if the Client participated in other programs of SIMC or other sponsors or paid separately for investment advice and other services. Therefore, the Financial Professional may have a financial incentive to recommend the Managed Account Implementation over other programs or services. The Financial Professional and Client may use tools made available by SIMC, including SEI s proprietary Proposal Tool, or the appropriate Client account paperwork to determine the specific mix of portfolio managers and/or SEI Funds for the Client s account. SIMC s Investment Fee will be disclosed to the Client at the time of the initial investment. A Client s Investment Fees will increase or decrease to the extent the Client instructs SIMC to invest into a different strategy and provides SIMC with all necessary information. Information regarding the SEI Funds can be found in the Fund s prospectus, which should be read carefully by all Clients before investing. The Fund s prospectus will be provided to all Clients by the Financial Professional. SEI Distribution-Focused Strategies The SEI Distribution-Focused Strategies (the DFS Program ), which are offered to high net worth individuals through Independent Advisors are investment strategies that invest in a portfolio of SEI Funds, and seek to generate a targeted level of distributions using a broadly diversified portfolio of assets, bolstered by expert manager selection, portfolio construction and oversight. In addition to pursuing the targeted distribution objectives, the DFS Program seeks to provide a degree of principal preservation by seeking to leave a positive residual value at the end of each strategy s stated investment horizon. While each DFS strategy has a targeted distribution level and residual value, there is no assurance that either target will actually be met. Independent Advisors can participate in the DFS Program similar to how they participate in the MAP Program. The Independent Advisor, SIMC and the individual Clients execute a tri-party DFS Agreement providing for the management of certain Client assets in accordance with the terms thereof. Pursuant to the DFS Agreement, the Client appoints the Independent Advisor as its investment advisor to assist the Client in selecting a DFS strategy. The Independent Advisor may use tools made available by SIMC, including SEI s proprietary Proposal Tool, to develop the appropriate DFS strategy for the Client. The Client appoints SIMC to manage the assets in each DFS Portfolio in accordance with a strategy selected by the Client together with the Independent Advisor. For the DFS Program, SIMC is responsible for selecting securities (generally SEI s proprietary mutual funds) underlying each portfolio and actively managing each portfolio in accordance with its investment strategies, and, therefore, selecting the securities into which the Client s assets will be invested. The Independent Advisor is responsible for determining a Client s initial and ongoing suitability to invest in the DFS Program, including the suitability of the particular DFS strategy selected, depending on the Client s goals, risks, tolerance, income needs, limitations and financial circumstances. The Independent Advisor is also responsible for meeting with Clients at least annually to determine any material changes to the Client s financial circumstances or investment objectives that may affect the manner in which such Client s assets are invested. SIMC is responsible for managing only those assets that the Client allocates to the DFS Program in accordance with the DFS strategies selected, and conducts a suitability review, both initial and ongoing, relating to such selected investment strategies. Certain banks and other financial institutions (jointly Banks ) may offer DFS to its clients by entering into a sub-advisory agreement with SIMC, in which Bank appoints SIMC to manage the assets in each DFS account in accordance with a strategy selected by the Client and Bank. Client may appoint Bank as investment advisor under a separate written instrument, to assist client in selecting an asset allocation strategy which would include the percentage of investor assets

12 allocated to DFS. SIMC is not a party to any advisory or other agreements with the Bank s end investor. Banks are solely responsible for determining a Client s initial and ongoing suitability to invest in the DFS Program, depending on the Client s goals, risks, tolerance, income needs, limitations and financial circumstances. Banks are also responsible for meeting with Clients at least annually to determine any material changes to the Client s financial circumstances or investment objectives that may affect the manner in which such Client s assets are invested. Since strategies in the DFS Program invest in SEI mutual funds, SIMC and its affiliates will earn fund-level fees on those assets, as set forth in the applicable Fund s prospectus. Additionally, for the DFS Program, SIMC charges a maximum Program Fee of 0.20% for providing administrative and recordkeeping services and other services to accounts invested in the DFS Program. The fee is calculated and paid to SIMC quarterly in arrears. SIMC may impose minimum account balances ranging from $50,000 to $1,000,000 depending upon the DFS Portfolio chosen and whether the Client selects the tax management feature. 4. SEI Global Fixed Income Management SEI Global Fixed Income Management ( SGFIM ) is a unit within SIMC that provides fixed income investment solutions directly, rather than through the use of sub-advisers, to institutions and high net worth individuals. SGFIM manages taxable and tax-exempt fixed income investment portfolios of various maturities, including short-term cash management, laddered bond, and Treasury or Government portfolios. SGFIM also manages laddered bond portfolios in the MAP Program that is described above. With the exception of the MAP Program, SIMC is responsible for analyzing the financial situation, return expectations, risk tolerance, investment time horizon, cash needs and asset class preference(s) of each SGFIM Client. With respect to the MAP Program, those responsibilities rest with the Independent Advisor as discussed above. The investment advisory fees for SGFIM services may be up to.65% of the assets managed by SGFIM, and will be calculated and charged as set forth in each Client s respective investment management agreement. A lesser management fee may be charged based upon certain criteria (e.g. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, type of services required, account composition, negotiations with the client, etc). SGFIM may invest Client assets in affiliated money market funds and such investment may cause the Client to indirectly pay an additional fee to SIMC and/or its affiliates. This fee will be separate from, and in addition to, any fees charged by SIMC for the SGFIM management services under the terms of the investment advisory agreement entered into between SIMC (with respect to SGFIM) and the Client. The fee structure is determined on a client-by-client basis and may be negotiable. 5. Institutions Institutional Clients SIMC manages assets or provides non-discretionary investment advice for various types of institutional and sophisticated investors, including but not limited to, corporate and union sponsored pension plans, defined contribution plans (including 401(k) plans), charitable foundations, endowment funds, hospital organizations and trust departments. SIMC provides customized asset allocation advice to clients based on the financial objectives, investment objectives, risk tolerance and investment restrictions of the client. SIMC uses a proprietary asset allocation methodology to make its recommendation. The methodology uses estimates developed by SIMC of the long-term rates of return, volatility and correlations of various asset classes. SIMC also provides comparisons of performance to relevant benchmarks. Institutional Clients assets are invested in pooled investment vehicles, including the SEI Funds, SEI Alternative Funds, and collective trust funds to which affiliates of SIMC provide services or are separately managed by other registered investment advisors who have contracted with SIMC. Since Institutions Clients strategies may invest in SEI Funds, SEI Alternative Funds and managed accounts sponsored by SIMC, SIMC and its affiliates will earn fund- or product-level fees on those assets, as set forth in the applicable fund s offering documents, or in the Institution Client s investment management agreement, as applicable. Institution Clients fees vary depending on a client s customized investment strategies. The fees

13 charged by SIMC for these services may be higher or lower than those charged by other investment advisors for similar services. These fees (shown below) are based on the assumption that SIMC s assets under management for a client exceed $20 million. The maximum fees for each type of asset allocation implementation are set forth below: Asset Allocation through SEI Funds and/or SEI Managed Account Program Implementation (for which SIMC may serve as the investment advisor): Maximum of 125 bps SIMC shall charge Institutional Clients a graduated investment management fee based on the client s assets under management. Currently, these fees will be a percentage of the average of the market value of all assets under management on the last trading day of each month in the calendar quarter and of the month immediately preceding the commencement of the calendar quarter. Currently, these fees shall be paid quarterly in arrears. To the extent required by Employee Retirement Income Security Act of 1974, as amended ( ERISA ), or as otherwise agreed with the Client SIMC will credit fees received by it or its affiliates (which includes the SEI Fund s investment management fee) actually paid by an SEI Fund attributable to that Client s investment in the SEI Fund against the investment management fee charged to the Client. In no event will the fees credited to the Client exceed the total investment management fee charged to the Client. SIMC may also charge performance-based fees in accordance with Section 205 of the Investment Advisers Act of The fee structure consists of a base fee and a performance fee. The base fee is negotiable on a client by client basis, and is paid regardless of the account s performance. The performance fee is calculated by comparing the performance of the specific client s portfolio to a benchmark index. The benchmark index is a blend of standard industry benchmarks (e.g., S&P 500 Index) customized to match the specific client s portfolio allocation. SIMC is entitled to a performance fee if the actual return for the specific client s portfolio exceeds the benchmark index. Typically the performance fee is a percentage of the excess return. The percentage is negotiated on a client by client basis, and may range from 5% to 95%. For purposes of calculating the fees, the performance measurement period can range from one to three years. Currently, both the base fee and performance fee are paid quarterly in arrears. Asset Allocation through SEI s alternative investment implementation: Maximum of 180 bps For purposes of this section, alternative investments shall include various private placements, limited partnerships, collective funds and other unregistered pooled investment vehicles for which SIMC may serve as investment advisor. The maximum investment management fee set forth above may be charged as a product fee or as an investment management fee; therefore, the frequency upon which a client may be charged these fees will vary. The fees charged will be a percentage of the market value of all assets under management. For Institutional clients engaging in derivative transactions, SIMC may also act as a Qualified Professional Asset Manager, or QPAM, and may charge a basis point fee for derivative implementation based upon a notional value of the transaction involved. Fees other than any product-specific fee will be negotiated on a client by client basis. The fees charged by SIMC for these services may be higher or lower than those charged by other investment advisors for similar services. 6. SEI Wealth Network SIMC offers its Clients either directly, or in conjunction with affiliated entities and third party service providers, a variety of advisory and financial administration services through the SEI Wealth Network (the Wealth Network ). The Wealth Network s services feature a life goalsbased wealth advice process for high net worth and ultra high net worth clients which includes a full range of implementations and programs in the area of investment advice and portfolio management, securities, financial management, administrative services, estate planning,

14 philanthropy, and other related services provided or procured through SIMC, its affiliates, and/or third parties (together, the Wealth Network Services ). Wealth Network Client assets may be invested in pooled investment vehicles, including SEI Funds, SEI Alternative Funds or the MAP Program, each of which is described above. Since Wealth Network Clients strategies may invest in SEI Funds, SEI Alternative Funds and MAP Program, SIMC and its affiliates will earn fund- or product-level fees on those assets, as set forth in the applicable fund s offering documents, or in the Wealth Network Client s investment management agreement, as applicable. Clients can select to either receive from SIMC, through the Wealth Network, solely investment management services (considered an Investment-Only Client ), or receive all of the Wealth Network Services (considered a Full Service Client ). At the time of engaging SIMC to provide the Wealth Network Services, the Client will generally be required to enter into a written agreement with SIMC called the SEI Wealth Network Client Agreement (the Client Agreement ) which sets forth the scope of the services that the SEI Wealth Network may offer to Clients and the fee arrangements. If requested by the Client, SIMC may recommend the services of other professionals for implementation purposes. The Client is under no obligation to engage the services of any such recommended professional. Although SIMC retains investment discretion over the Client s investment accounts, the Client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from SIMC. For clients introduced to SIMC by unaffiliated third parties, the Client, in addition to the fees payable to SIMC and its affiliated entities may also pay an additional fee to the unaffiliated financial services professional for initial and/or ongoing consulting services. In performing its services, SIMC relies on the information received from the Client or from the Client s other professionals in order to make its investment advice recommendations. It is each Client s responsibility to promptly notify SIMC if there is ever any change in the Client s financial situation or investment objectives for the purpose of reviewing/evaluating/revising SIMC s previous recommendations and/or services, or if they wish to impose any reasonable restrictions upon SIMC s services. Fees Full Service Clients may be charged a one-time Relationship Set Up Fee, which is paid in four quarterly installments during the first year of services. The amount of the Relationship Set Up Fee, of up to $100,000, will be based upon the level and scope of the services required, the professional(s) rendering the service(s), and the Client s total assets for which SIMC may provide advice. Alternatively, Full Service Clients may be charged an annual retainer fee of up to $100,000 based on the level and scope of the services required, the professional(s) rendering the service(s), and the Client s total assets for which SIMC may provide advice. Additionally, Full Service and Investment-Only Clients will be charged an Advice Fee based on either the value of the Client s assets held at SEI Private Trust Company, or the value of the Client s assets held at SEI Private Trust Company and the value of the Client s assets held at third party custodians for which SIMC may provide investment management services. The Advice Fee covers SIMC s ongoing discretionary management of the Client s assets and the provision of any additional Wealth Network Services, as set forth in the Client Agreement. The maximum Advice Fee charged for client s taxable accounts is 60 bps, and the maximum Advice Fee for client s Non- Taxable Accounts (i.e., account assets governed by ERISA or individual retirement accounts is 160 bps. The fee structure for Clients who engaged SIMC for SEI Wealth Network services prior to March 2008 may differ from those set forth above. Depending upon the services to be rendered and/or investment program(s) to be utilized, SIMC may require an account minimum for services. SIMC s fee is pro-rated and paid quarterly, in arrears, based upon a percentage of the average market value of the assets under management on the last business day of each month in the calendar quarter and of the month immediately preceding the commencement of the calendar quarter, in accordance with the fee schedule set forth

15 above. However, SIMC, in its sole discretion, may charge a lesser management fee and/or waive or modify the annual minimum fee based upon certain criteria (e.g. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, negotiations with Client, a Client who has engaged SIMC to provide financial planning and/or non-investment related services). CUSTODY OF ACCOUNTS SEI Private Trust Company ( SPTC ), an affiliate of SIMC, generally serves as custodian for Asset Allocation Program, MAP Program, DFS, Institutions and SEI Wealth Network s client accounts. SPTC provides Clients of SIMC with reporting services, including periodic account statements (no less frequently than quarterly), quarterly performance reports, and year-end tax reports. SPTC may charge a fee for its services. Participants in participant-directed plans will receive quarterly account statements and quarterly performance reports. Copies of these reports are sent to plan sponsors. Because Clients will beneficially be a shareholder in the SEI Funds in which Clients assets are invested, Client will also receive shareholder communications (including proxy materials) from their SEI Funds, their service providers or custodian. Account holders are encouraged to compare the account information on statement received from SIMC (if any) to the statements you receive from account custodians, including SEI Private Trust Company. TERMINATION Each Agreement between SIMC and the Client contains a termination provision. In general, SIMC and Clients may terminate the Agreement at any time upon at least 30 days prior written notice without penalty. Certain sub-advisory agreements in which SIMC may enter into with bank clients generally contain a 90-day notice provision for agreement termination. Upon termination of all SIMC agreements, SIMC will calculate and deduct pro-rated fees due by the Client based on the number of days the Client's account was open during the quarter. 3(K) and (3)(L) TYPES OF INVESTMENTS In addition to the types of securities identified in the response to Question 3 of Form ADV Part II, SIMC may provide advice with respect to number of other types of investments, including derivative instruments, structured investment products such as collateralized debt obligations, bank loans, foreign fixed income securities, real estate investment products, private equity investments and other investments that SIMC deems appropriate for clients. Further, SIMC may provide advice relative to investments in private placement investment vehicles offered in accordance with Regulation D under the Securities Act of 1933, which may be set up as limited partnerships, foreign corporations, collective trust funds or other pooled investment vehicles. Such funds may invest in a combination of one or more of the types of investments identified above. The pooled investment vehicles may be managed by SIMC. 4(A) 4(B) and 4(C) METHODS OF ANALYSIS, SOURCES OF INFORMATION AND INVESTMENT STRATEGIES SEI s asset allocation approach originated with a series of research studies 1, including a landmark study conducted by Gary Brinson, Randolph Hood and SEI s Gil Beebower that identified asset allocation as the key component in portfolio construction. The research demonstrates that, in the words of Roger G. Ibbotson and Paul D. Kaplan, market movement of the asset classes in which you are invested dictates 90% of the movement of your portfolio and about 100% of the return. Given the importance of asset allocation in meeting client objectives, SEI focuses on building well-diversified asset allocation portfolios that are linked to common investor goals and attitudes about risk. The portfolios serve as the basis for the creation of a variety of investment vehicles. Asset allocation portfolio weights are determined through a mix of quantitative and qualitative analysis. Quantitatively, we assess the return and risk characteristics of a variety of portfolios/strategies using a combination of forward-looking scenarios as well as historical (back-

16 tested) results. Qualitatively, results are interpreted by experienced capital markets analysts to go beyond the limitations of quantitative methods. The selection of investment managers and construction of portfolios is an integrated process that consists of five components: alpha source analysis, manager selection, portfolio construction, portfolio management and risk management. Generating alpha performance in excess of the benchmark is the primary objective of active management. Evaluating factors that have the potential to generate alpha in a given asset class is the first step in our investment manager selection process. Portfolio managers and analysts conduct research into the drivers of risk and return in each market in order to have a common framework from which to evaluate investment managers. The focus on these drivers, or alpha sources, stems from a belief that the average investment manager does not add value to a portfolio, and that past performance provides limited insight into an investment manager s future performance. Therefore, the objective is to differentiate manager skill (alpha) from marketgenerated returns (beta). The effort begins with back-testing methodologies through which analysts assess the quality and sustainability of a number of investment approaches. The impact of particular economic conditions on each of the alpha sources is also evaluated to determine its cyclicality. After identifying the desired alpha source(s) for a given investment mandate, the next step is to evaluate and select investment managers to implement these alpha sources. Our analysis seeks to identify each manager s refutable competitive advantage meaning an advantage that is characterized by certain characteristics which can then be monitored. By specifically identifying a refutable competitive advantage, we also establish specific re-evaluation triggers related to that advantage. This gives us a more proactive sell discipline, as opposed to waiting for poor performance to remove a manager. Manager allocation is the next part of the process. At the portfolio level, allocation to a given investment manager is based on its particular array of alpha sources, the current macroeconomic environment, expectations about the future economic environment and the risk budget assigned to a particular manager s investment strategy. Because changing market conditions and active management decisions made by investment managers can result in changing correlations among investment managers in a portfolio which can alter the portfolio s characteristics over time allocations to investment managers are adjusted from time to time to manage for this risk. SEI s Risk Management Team is responsible for developing and monitoring risk guidelines for multi-asset portfolios, individual funds and individual investment managers. Following industry best practices, the Risk Management Team is separate and independent from the investment strategy teams. This independence and reporting structure facilitate a focus on common risks across asset classes, such as higher-than-expected correlations and higher risks in multi-asset portfolios. 1 Brinson, Gary; Hood, Randolph; Beebower, Gil, Financial Analyst Journal in 1986 entitled, Determinants of Portfolio Performance 5 EDUCATION AND BUSINESS STANDARDS Although SIMC has not established specific educational or business requirements for employees, it carefully considers the educational and business background of each potential employee to ensure that senior executives and other key employees have the requisite education and business background to provide Clients with professional services. All individuals that give advice on behalf of the SIMC generally have earned a college degree and/or have substantive investment-related experience. In addition, all such individuals shall have attained all required investment-related licenses and/or designations. 6 EDUCATION AND BUSINESS BACKGROUND

17 Kevin P. Barr Birth Year: BS, Cornell University, MS, Purdue University. President and Director, SEI Investments Management Corporation 2008-Present. Investment Management Unit Leader, 2008-Present; Senior Managing Director, Program Development, SEI Advisor Network ; Senior Vice President, SEI Investments , President and Chief Executive Officer, SEI Investments Distribution Co., 2003-Present. Stephanie Cavanagh Birth Year: 1973, BA Gettysburg College; Chief Compliance Officer, SEI Investments Management Corporation, 2008-Present, Legal Services Manager, SEI Investments, ; Legal Analyst, Goldman Sachs & Co., Jason Collins Birth Year: BA, Bournemouth University. Portfolio Manager, UK Equities, 2009-present; Founding Partner, Maia Capital Partners, ; Portfolio Manager, Fidelity International, Head of Research, Skandia, Eric Hoerdemann, CFA Birth Year: BS Lehigh University, Finance; CFA charterholder. Portfolio Manager, Small Cap, 2009-present; Senior Analyst, U.S. Equity, ; Vice President, Goldman Sachs Asset Management , Associate, Goldman Sachs Asset Management ; founder/operator, myentertainer.com, ; SEI Asset Allocation Team Theodore Kokas, CFA Birth Year: 1963, BS, University of Massachusetts, MS, Boston College. Investment Strategies Team Leader Alternatives Aug Present; Senior Analyst Alternative Investments Strategies Team ; Attalus Capital Management, ; Rubicon Quantitative Fund Management, John Lau, CFA Birth Year: 1965, University of Michigan, MS, University of California- Berkley, MBA, Columbia University. Portfolio Manager, Asia, 2007-present. Citigroup Asset Management, Robert Ludwig Birth Year: BA Brown University, Mathematical Economics, MS MIT Sloan School of Management. SEI Investments Management Corporation, Risk Manager present; SEI Investment Management Unit 2008-present; SEI Technology Services Unit Greg L. McIntire, CFA Birth Year: BS, University of Illinois Urbana-Champaign, Actuarial Science. MS, University of Illinois Urbana-Champaign, Finance, CFA charterholder. Portfolio Manager, Large Cap, present; Acting Global Head of Equities, 2009; Global Head of Risk Management, SEI Investment Management Unit, Alternatives Team David McLaughlin, CFA Birth Year: 1962, BS West Virginia University, MA, Webster University; Senior Vice President SEI Wealth Network, 2000-Present. James Solloway, CFA Birth Year: 1956 BA Columbia College, New York, Economics; MBA Stern School of Business, New York; CFA Charterholder. Managing Director, Senior Portfolio Strategist, 2009-present; Executive Director, Morgan Stanley Investment Management, Sandra M. Schaufler, CFA Birth Year: 1967 MS, University of Innsbruck, Austria International Economic Sciences; CFA charterholder. SEI Investments Management Corp., Portfolio Manager for Global, International and Emerging Markets Equities 2009-present; Merrill Lynch, International Equity Analyst/Portfolio Manager ; Zircon Asset Management, Equity Analyst ; Deutsche Bank, Portfolio Manager Sean P. Simko, CHFC Birth Year: 1970, BS Slippery Rock University, MBA Pennsylvania State University; Portfolio Manager, SEI Investments, SEI Fixed Income Management, 2006-Present: Vice President, Portfolio Manager Weiss Peck & Greer Investments.

18 James F. Smigiel Birth Year: 1969, BS Drexel University; SEI Investments Management Corporation, Investment Strategies Team Leader-Fixed Income 2008-Present. Managing Director, Global Fixed Income Solutions, (A) and 7(B) SIMC may be party to agreements for which SIMC s affiliates provide trust accounting and related computer processing services to trust companies and trust departments throughout the country. SIMC, either directly or in conjunction with affiliated entities of SIMC, shall offer a broad range of financial planning and/or consulting services (including non-investment-related services). These services and the corresponding fees are detailed in the Wealth Network Client Agreement. Any applicable fee for these services shall be calculated and paid monthly by direct debit from the Client s account or, if by direct billing, to be remitted by the Client within thirty (30) days of receipt of the corresponding invoice. These non-investment related services may include: Individual Financial Management and Consolidated Informational Services SIMC may provide the Client with professional administrative services, tax reporting and bill payment services. This service will allow the Client to receive consolidated bookkeeping, transaction processing, financial statements and year-end tax schedules. Bill Payment Services may be offered by a third party from which SIMC may obtain a referral fee. Financial Management -- The objective of the Financial Management Services is to provide Clients with sufficient liquidity to meet their lifestyle needs, in addition to funding major purchases. SIMC s goal is to facilitate intelligent cash management decisions that ensure Clients have flexible access to adequate, but not excessive, liquidity. Philanthropic Solutions SIMC may provide the Client with trust management and administration, assistance with the formation, management and maintenance of a family foundation, as well as offer donor advised funds and ongoing philanthropic consulting. Estate Planning SIMC emphasizes transformation of intent, values and individual objectives into wealth strategies designed to meet self, family and community needs. SIMC recognizes the challenges of balancing personal desires for control and flexibility, with more pragmatic concerns, such as maximizing tax efficiency. In addition, this personalized plan guides and controls care of minor children, disposition of assets, management and protection of current and future assets. Employees of SIMC may also be registered representatives of SIDCO. 8(C) OTHER FINANCIAL INDUSTRY ACTIVITIES OR AFFILIATIONS SIMC is an indirect, wholly owned subsidiary of SEI Investments Company, a publicly traded company. SIMC serves as the investment advisor to the SEI Funds. With respect to those SEI Funds for which SIMC serves as investment advisor, SIMC has retained one or more sub-advisors to provide day-to-day securities selection. SIMC provides overall, daily investment management and is generally responsible for reviewing, coordinating, and administering the investment program of each such portfolio. An affiliate of SIMC, LSV Asset Management, serves as a sub-adviser to a number of SEI Funds and in the MAP Program. Affiliates of SIMC provide various other services to the SEI Funds. Specifically, SEI Investments Global Funds Services serves as administrator, SEI Institutional Transfer Agent, Inc. serves as transfer agent, and SEI Investments Distribution Co. ("SIDCO") serves as the distributor of the SEI Funds. SIMC also has several affiliates who are investment advisors registered in other jurisdictions and may, from time to time, delegate certain investment advisory and duties to SIMC. SIMC may also delegate certain investment advisory activities to those affiliates. SEI Investments Distribution Co. ("SIDCO"), a registered broker/dealer, also executes securities

19 transactions for SIMC or for clients of SIMC, as discussed in detail under Participation or Interest in Client Transactions. SIDCO also receives shareholder service, administration service or distribution fees from the SEI Funds, portions of which may be repaid by SIDCO to affiliates or third parties that provide such services. Affiliates of SIMC provide various services to the SEI Alternative Funds. Specifically, SEI Global Services, Inc, serves as administrator and transfer agent, and SIDCO serves as the placement agent. SEI Private Trust Company ( SPTC ), a federally chartered thrift institution provides custody and record-keeping services to a number of SIMC s Clients. In a number of circumstances, SIMC services are available only through custody accounts maintained with SPTC. SPTC s services may be provided free of charge or at a discount to clients of SIMC. SPTC provides shareholder services and other administrative services to various shareholders of the SEI Funds, and may receive shareholder service or administrative service fees for such activities from SIDCO on behalf of the Funds. In addition, SPTC may also serve as custodian to several of the SEI Alternative Funds. SEI Trust Company ( STC ), a Pennsylvania chartered bank, serves as trustee and investment advisor to various collective funds in which certain Clients may be invested. STC also serves as trustee to certain personal trust accounts of Clients, or to investors that purchase the SEI Funds in those personal trust accounts. 8(D) OTHER FINANCIAL INDUSTRY ACTIVITIES OR AFFILIATIONS Affiliates of SIMC serve as general partner of the following limited partnerships in which Clients may be solicited to invest: SEI Structured Credit Fund, LP SIMC may recommend that its clients invest in the SEI Structured Credit Fund, LP ( Structured Credit Fund ). The Structured Credit Fund, a Delaware limited partnership, is registered under the Investment Company Act of 1940, as amended, as a closed-end, non-diversified management investment company. The Structured Credit Fund is privately offered pursuant to Regulation D under the Securities Act of SEI Investment Strategies, LLC, an affiliate of SIMC, is the general partner, SEI Global Services, Inc., an affiliate of SIMC, serves as the administrator. SIDCO, an affiliate of SIMC, may also act as the broker/dealer for the Structured Credit Fund. The Structured Credit Fund pursues its investment objectives by investing in a portfolio comprised of collateralized debt obligations ( CDO ). Structured Credit Investments (such as fixed income securities, loan participations, credit-linked notes, medium term notes, registered and unregistered investment companies or pooled investment vehicles, and derivative instruments) that are themselves pooled investment vehicles are managed by third party managers. Issuers of Structured Credit Investments may by both domestic and foreign. To the extent that certain of SIMC s individual clients qualify, they will be able to participate as investors in the Structured Credit Fund. Investment in the Fund involves a significant degree of risk and is appropriate only for those investors that do not require a liquid investment. The Fund will not pay SIMC an advisory fee. Investors will be responsible for paying the fees of SIMC under their individual investment management agreement with SIMC. The fee, which is negotiated between SIMC and the client, may include a performance based fee (in accordance with Section 205 of the Investment Advisers Act of 1940) and/or a fixed dollar fee for certain specified services. SEI Global Private Assets III (2010) Fund, L.P. SIMC may recommend that its clients invest in the SEI Global Private Assets III (2010) Fund, L.P. ( PE 2010 Fund ). The PE 2010 Fund is offered only to qualified purchasers as defined in Regulation D under the Securities Act of 1933, and rely upon an exemption from registration under the Investment Company Act of 1940 which is available to issuers that are not making and do not presently propose to make a public offering of their securities. SEI Investment Strategies, LLC, an affiliate of SIMC, is the general partner and SIDCO, an affiliate of SIMC is the placement agent for the PE 2010 Fund. The PE 2010 Fund is expected to invest in a diversified pool of investment vehicles that focus on global private equity and global real estate investments. Additionally,

20 investments in real assets will potentially be included. Two prior limited partnerships in which SIMC clients have invested are still in existence, yet are no longer open to new investors. These are the SEI Global Private Equity 2005 Fund LP ( PE 2005 Fund ) (which was closed to new investors as of August 31, 2006), and the SEI Global Private Equity Fund II (2007), LP ( PE 2007 Fund ) (which was closed to new investors as of December 31, 2008). SEI Funds, Inc., an affiliate of SIMC, is the general partner and SIDCO, an affiliate of SIMC is the placement agent for the PE 2005 Fund. SEI Investment Strategies, LLC, an affiliate of SIMC, is the general partner and SIDCO, an affiliate of SIMC is the placement agent for the PE 2007 Fund. To the extent that certain of SIMC s investment advisory clients qualify, they will be eligible to participate as investors in the PE Funds. Investment in the PE Funds involves a significant degree of risk and is an appropriate investment only for those investors who do not require a liquid investment. Each Investor in the PE 2010 Fund will pay SIMC, quarterly in advance, a management fee equal to, per annum 1.15% of their capital commitment. SIMC may also charge performance-based fees in accordance with Section 205 of the Investment Advisers Act of * * * Affiliates of SIMC serve as the general partner of limited partnerships that currently are made available for investment only by the SEI Funds, although it is possible that these limited partnerships could be made available to other Clients of SIMC in the future. These limited partnerships are: SEI Alpha Strategy Portfolios, LP SEI Alpha Strategy Portfolios, LP ( SASP ) is a Delaware series limited partnership for which SIMC serves as investment advisor. SIMC acts as a manager of managers for the Fund and ensures that one or more sub-advisers comply with the Fund s investment policies and guidelines. SEI Investment Strategies, LLC, an affiliate of SIMC, serves as the general partner to SASP. SASP is currently offered exclusively to SEI Funds. SASP has currently established one series of units of limited partnership interest representing interests in one portfolio: the SEI LIBOR Plus Portfolio (the Portfolio ). SIMC serves as the investment adviser to the Portfolio. The Portfolio will pay SIMC investment advisory fees, as a percentage of the Portfolio s net assets, at an annual rate of 0.30%. 9(B) and 9(C) SEI Liquidity Fund, LP SEI Liquidity Fund, LP, a Delaware limited partnership for which SIMC serves as investment advisor, is designed to facilitate the investment of cash collateral received by the SEI Funds in connection with their securities lending activities. Although not a registered investment company under the Investment Company Act of 1940, as amended (the 1940 Act ), the SEI Liquidity Fund has chosen to operate in compliance with certain provisions of the 1940 Act in order to permit the SEI Funds to invest in the SEI Liquidity Fund in reliance on Rule 12d1-1 under the 1940 Act. SEI Investment Strategies, LLC, an affiliate of SIMC, serves as the general partner to the Fund. The Fund seeks to preserve principal value and maintain a high degree of current liquidity while providing current income by investing in high quality short term money market instruments. The Funds pay SIMC a fixed annual management fee of 0.05% of the net asset value of the Fund, which shall be calculated daily and paid monthly in arrears. SIMC does not charge a performance fee. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS SEI Investments Distribution Co. ( SIDCO ), an SEC registered broker/dealer, member of FINRA, and an affiliate of SIMC, may effect securities transactions for Clients of SIMC under the following circumstances: 1. For the SEI Funds, SIDCO may execute portfolio transactions for the SEI Funds in conformity with the 1940 Act, the Securities Exchange Act of 1934, and the rules promulgated thereunder. Generally, under these provisions, SIDCO is permitted to receive and retain compensation for