ADVISORS' INNER CIRCLE FUND II
SEI INVESTMENTS DISTRIBUTION CO.
SUB-DISTRIBUTION AND SERVICING AGREEMENT
____________________, 200_
Ladies and Gentlemen:
SEI Investments Distribution Co., a Pennsylvania corporation, serves as
distributor (the "Distributor") of the [FUND (the "Fund"), a series of The
Advisors' Inner Circle Fund II (the "Trust"). The Trust is an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The Fund offers its redeemable
securities ("Shares") to the public in accordance with the terms and conditions
contained in the Fund's Prospectus. The term "Prospectus" used herein refers to
the prospectus and statement of additional information on file with the
Securities and Exchange Commission ("SEC"), which is part of the Fund's
registration statement under the Securities Act of 1933 (the "Securities Act").
In connection with the foregoing you may serve as a participating dealer for the
Fund ("Participating Dealer") and, therefore, accept orders for the purchase or
redemption of Shares, respond to shareholder inquiries and perform other related
functions subject to the following terms and conditions:
1. PARTICIPATING DEALER.
a. You are hereby designated a Participating Dealer and as such are
authorized (i) to accept orders for the purchase of RETAIL CLASS SHARES of the
Fund and to transmit to the Fund such orders and the payment made therefor; (ii)
to accept orders for the redemption or exchange of Shares and to transmit to the
Fund such orders and all additional material, including any certificates for
Shares, as may be required to complete the redemption; and (iii) to assist
shareholders with the foregoing and other matters relating to their investments
in the Fund and to the distribution of Shares, in each case subject to the terms
and conditions set forth in the Prospectus and applicable provisions of the
Investment Company Act and rules adopted thereunder, each as amended, including
Rule 22c-1 thereunder. You agree to review each Share purchase or redemption
order submitted through you or with your assistance for completeness and
accuracy.
b. You agree that, if requested by the Distributor, you will undertake
from time to time certain shareholder communication activities ("shareholder
services") as requested by the Distributor, for your customers ("Customers") who
have purchased Shares. You may perform these duties yourself or subcontract them
to a third party of your choice. These shareholder services may include one or
more of the following services as determined by the Distributor: (i) responding
to Customer inquiries relating to the services performed by you; (ii) responding
to routine inquiries from Customers concerning their investments in Shares; and
(iii) providing such other similar services as may be reasonably requested by
the Distributor to the extent you are permitted to do so under applicable
statutes, rules and regulations. In addition, you agree to perform one or more
of the following, as may be requested from time to time by the Distributor: (i)
establishing and maintaining accounts and records relating to Customers that
invest in Shares, including taxpayer identification number certifications; (ii)
processing dividend and distribution payments from the Fund on behalf of
Customers; (iii) providing information periodically to Customers showing their
positions in Shares and forwarding sales literature and advertising provided by
the Distributor; (iv) arranging for bank wires; (v) providing subaccounting with
respect to Shares owned of record or beneficially by Customers or providing the
information to the Fund necessary for subaccounting; (vi) if required by law,
forwarding shareholder communications from the Fund (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to Customers; (vii) assisting in processing
purchase, exchange and redemption requests from Customers and in placing such
orders with the Fund's service contractors; and (viii) assisting Customers in
changing dividend options, account designations and addresses.
c. In performing the services described in this Agreement, you will
provide such office space and equipment, telephone facilities and personnel
(which may be any part of the space, equipment and facilities currently used by
your business or any personnel employed by you) as may be reasonably necessary
or beneficial to provide such services.
2. AGREEMENT TO PROVIDE SHAREHOLDER INFORMATION.
a. As instructed by you, the Fund's transfer agent will open accounts
on the Fund's books and records (each, an "account") in order to process Share
purchase and redemption requests for you and your "Shareholders" (as that term
is defined below). You agree to provide the Fund, or its designee, upon written
request, the taxpayer identification number ("TIN"), if known, of any or all
Shareholders; the name or other identifier of any investment professionals
associated with the Shareholders or account (if known); and the amount, date,
and transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Shares held through an account
during the period covered by the request. Notwithstanding the foregoing, you are
not required to provide any information under this Section until the SEC
designated Rule 22c-2 compliance date (currently established as October 16, 2006
in SEC Release No. IC-26728).
b. You agree to transmit the requested information that is on your
books and records to the Fund, or its designee, promptly, but in any event not
later than five (5) business days, after receipt of a request. If the requested
information is not on your books and records, you agree to use reasonable
efforts to: (i) promptly obtain and transmit the requested information; or (ii)
obtain assurances from the accountholder that the requested information will be
provided directly to the Fund promptly. In such instance, you agree to inform
the Fund whether you plan to perform (i) or (ii). Responses required by this
paragraph must be communicated in writing, which writing may be an electronic or
a facsimile transmission, and in a format mutually agreed upon by the parties.
To the extent practicable, the format for any transaction information provided
to the Fund, or its designee, should be consistent with the NSCC Standardized
Data Reporting Format.
c. The Fund agrees that all requests will set forth a specific period
for which transaction information is sought, which period may include each
trading day. The Fund may request transaction information as it deems
appropriate, including to investigate compliance with policies established by
the Fund for the purpose of eliminating or reducing disruptive trading activity
in the Fund or dilution of the value of the outstanding Shares of the Fund. The
Fund agrees not to use the information received for marketing or any other
similar purpose without your prior written consent.
d. You agree to execute written instructions from the Fund, or its
designee, to restrict or prohibit further purchases or exchanges of Shares by
any Shareholder specifically identified by the Fund or its designee. Such
instruction can be for any reason deemed appropriate by the Fund or its
designee, including for a Shareholder that has been identified as having engaged
in transactions of the Fund's Shares (directly or indirectly through your
accounts) that violate policies established by the Fund for the purpose of
eliminating or reducing disruptive trading activity in the Fund or dilution of
the value of the outstanding Shares of the Fund. When issuing you instructions,
the Fund, or its designee, will include the TIN, if known, and the specific
restriction(s) to be executed. If the TIN is not known, the instructions will
include an equivalent identifying number of the Shareholder(s) or account(s) or
other agreed upon information. You agree to execute instructions as soon as
reasonably practicable, but not later than five (5) business days after you
receive the instructions and you must provide written confirmation to the Fund,
or its designee, that instructions have been executed. You agree to provide
confirmation as soon as reasonably practicable, but not later than ten (10)
business days after the instructions have been executed.
e. For purposes of this Section, the term "Shareholder" means: (i) the
beneficial owner of Shares, whether the Shares are held directly or by you in
nominee name; (ii) the employee benefit, retirement or other plan participant
notwithstanding that the plan may be deemed to be the beneficial owner of
Shares; or (iii) the holder of interests in a variable annuity or variable life
insurance contract issued by you.
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3. ANTI-MONEY LAUNDERING.
a. You represent and warrant that you are in compliance and will
continue to be in compliance with all applicable anti-money laundering laws and
regulations, including the Bank Secrecy Act ("BSA") and applicable guidance
issued by the SEC and the guidance and rules of National Association of
Securities Dealers, Inc. (the "NASD").
b. You represent and warrant that you have in place an anti-money
laundering program that complies with the law in jurisdictions in which Shares
are distributed, including applicable provisions of the BSA, the USA Patriot Act
of 2001 and programs administered by the U.S. Department of the Treasury's
Office of Foreign Assets Control.
c. You agree to take all reasonable steps to determine (i) the true
identity of your Customers; (ii) the source of your Customers' funds; and (iii)
that your Customers are not involved in money laundering or terrorist financing
activities. You further agree to comply with any other "know your customer"
requirements under applicable law; and to monitor your Customers' transactions
in order to detect attempted or actual money laundering involving Shares. You
further agree to notify us of any suspicious activity relating to transactions
involving Shares.
d. Upon our reasonable request, you agree to promptly provide us with
documentation relating to your anti-money laundering policies, procedures and
process.
4. EXECUTION OF ORDERS FOR PURCHASES AND REDEMPTIONS OF SHARES.
a. All orders for the purchase of any Shares shall be executed at the
then current public offering price per Share (i.e., the net asset value per
Share plus the applicable sales load, if any) and all orders for the redemption
(or exchange) of any Shares shall be executed at the net asset value per Share,
less any redemption charge (or exchange fee), in each case as described in the
Prospectus. In this regard, you shall ensure that any orders submitted by you to
the Fund for a particular trade date have been received by you prior to such
Fund's cut-off time for orders, in each case in accordance with the terms and
conditions set forth in such Fund's prospectus and applicable provisions of the
Investment Company Act, including Rule 22c-1 thereunder. In the event an order
is received after such cut-off time, you shall ensure that such order is
submitted in such a manner so that the order is priced in accordance with the
Fund's Prospectus and applicable provisions of the Investment Company Act,
including Rule 22c-1 thereunder.
b. If required by law, each transaction shall be confirmed in writing
on a fully disclosed basis. The procedures relating to all orders and the
handling of each order will be subject to the terms of the Prospectus and the
Distributor's written instructions to you from time to time. Payment for Shares
shall be made as specified in the Prospectus. If payment for any purchase order
is not received in accordance with the terms of the Prospectus or if an order
for purchase, redemption, exchange, transfer or registration of Shares is
changed or altered, the Fund and the Distributor reserve the right, without
notice, to cancel the sale, redemption, exchange, transfer or registration and
to hold you responsible for any loss sustained as a result thereof.
c. You represent and warrant that you have procedures in place
reasonably designed to ensure that orders received by you are handled in a
manner consistent with the Fund's Prospectus and applicable provisions of the
Investment Company Act, including Rule 22c-1 thereunder. In addition, you agree
that you will not enter into any arrangement to facilitate trading of Shares in
a manner inconsistent with the Fund's Prospectus or applicable law.
d. You agree to comply with and, with respect to your Customers,
enforce the Fund's policy on market timing, as described in the Prospectus or as
otherwise disclosed to you. In addition, you agree that you will not enter into
any arrangement to facilitate excessive trading in the Shares in contravention
of the Fund's policy on market timing.
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e. The Fund and the Distributor reserve the right to reject any
purchase or exchange request at their sole discretion, including from any
investor whom either the Fund or the Distributor believes has a history of
abusive trading or whose trading, in its judgment, has been or may be disruptive
to the Fund.
5. LIMITATION OF AUTHORITY. No person is authorized to make any
representations concerning the Fund, or the Shares except those contained in the
Prospectus and in such printed information as the Distributor may subsequently
prepare. NO PERSON IS AUTHORIZED TO DISTRIBUTE ANY SALES MATERIAL RELATING TO
THE FUND WITHOUT THE PRIOR WRITTEN APPROVAL OF THE DISTRIBUTOR.
6. COMPENSATION. As compensation hereunder, you may retain any sales
charge paid by your Customer pursuant to the Prospectus unless the payment of
any such sales charge by your Customer has been waived by the Fund for any
reason. The Distributor may also pay you compensation for selling Shares,
performing shareholder services and/or performing other administrative services,
in the amounts and at the times as the Distributor may determine from time to
time with respect to the average daily net asset value of the Shares owned of
record or beneficially by your Customers. Such compensation, if any, will be
computed and paid in accordance with the Prospectus and applicable distribution
and/or shareholder service plans adopted by the Fund (pursuant to Rule 12b-1
under the Investment Company Act or otherwise), as they may be amended from time
to time. You acknowledge that any compensation to be paid to you by the
Distributor shall be paid from proceeds paid to the Distributor by the Fund
pursuant to such distribution and/or shareholder service plans and, to the
extent the Distributor does not receive such proceeds for any reason, the
amounts payable to you will be reduced accordingly. In determining the amount
payable to you hereunder, we reserve the right to exclude any sales that we
reasonably determine have not been made in accordance with the provisions of the
Prospectus and this Agreement.
7. PROSPECTUS AND REPORTS. You agree to comply with the provisions
contained in the Securities Act governing the delivery of a Prospectus to any
person to whom you offer Shares. You further agree to deliver, upon our request,
copies of any amended Prospectus to persons whose Shares you are holding as
record owner. You further agree to forward, if required by law, shareholder
communications from the Fund (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
Customers.
8. QUALIFICATION TO ACT.
a. You represent that you are either (a) a member in good standing of
the NASD or (b) exempt under federal and state securities laws from registration
as a broker or dealer, and have been duly authorized by proper corporate action
to enter into this Agreement and to perform your obligations hereunder, evidence
of which corporate action shall be properly maintained and made part of your
corporate records.
b. If you are a member of the NASD, your expulsion or suspension from
the NASD will automatically terminate this Agreement on the effective date of
such expulsion or suspension. If you are exempt under federal and state
securities laws from registration as a broker or dealer, you represent that you
possess the legal authority to perform the services contemplated by this
Agreement without violating applicable law, and this Agreement shall
automatically terminate in the event that you no longer possess such authority.
You agree that you will not offer Shares to persons in any jurisdiction in which
you may not lawfully make such offer due to the fact that you have not
registered under, or are not exempt from, the applicable registration or
licensing requirements of such jurisdiction. You agree to notify us in writing
of any such action or event that shall cause termination of this Agreement.
c. You agree that each partner, director, officer, employee or agent of
yours who will participate or otherwise be involved in the offer or sale of the
shares of the Fund or the performance by you of your duties and activities under
this Agreement is either appropriately licensed or exempt from such licensing
requirements by the appropriate regulatory agency of each state or other
jurisdiction in which you offer and sell Shares of the Fund.
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d. You agree that in performing the services under this Agreement, you
at all times will comply with the Conduct Rules of the NASD, particularly
Conduct Rule 2830, and any other regulations or guidelines issued by the NASD.
Without limiting the generality of the foregoing, you agree to provide your
Customers a written notice regarding the availability of the NASD Regulation
Public Disclosure Program no less than once every calendar year pursuant to NASD
Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone
number; (ii) the NASD Regulation web site address; and (iii) a statement as to
the availability to your Customers of an investor brochure from the NASD that
includes information describing the Public Disclosure Program.
e. You agree that you are responsible for knowing the provisions and
policies of the Fund related to breakpoints and for applying those provisions
and policies to the sale of shares to Customers. Moreover, you agree that you
will not combine customer orders to reach breakpoints in commissions or for any
other purposes whatsoever unless authorized by the then current Prospectus or by
us in writing. You further agree that you will not withhold placing customers'
orders for shares so as to profit yourself as a result of such withholding or
place orders for shares in amounts just below the point at which sales charges
are reduced so as to benefit from a higher sales charge applicable to an amount
below a breakpoint. You further agree that you will place orders immediately
upon their receipt and will not withhold any order so as to profit therefrom.
Finally, you agree to maintain policies and procedures, including supervisory
procedures, reasonably designed to ensure that customers are apprised of, and
receive, breakpoint opportunities. You agree to provide us, upon reasonable
request, with a copy of such policies and procedures and such other
documentation that will allow us to satisfy our supervisory and/or compliance
obligations under the applicable laws, rules and regulations of the NASD and the
SEC.
e. You agree to be bound by and to comply with all applicable federal
and state laws and rules and regulations promulgated thereunder generally
affecting the sale or distribution of mutual fund shares or classes of such
shares.
f. You represent and warrant that you have been duly authorized by
proper corporate action to enter into this Agreement and to perform your
obligations hereunder, evidence of which corporate action shall be properly
maintained and made part of your corporate records.
9. BLUE SKY. The Fund has registered an indefinite number of Shares
under the Securities Act. The Fund intends to register or qualify in certain
states where registration or qualification is required. We will inform you as to
the states or other jurisdictions in which the Shares have been qualified for
sale under, or are exempt from the requirements of, the respective securities
laws of such states. You agree that you will offer Shares to your customers only
in those states where such Shares have been registered, qualified, or an
exemption is available. We assume no responsibility or obligation as to your
right to sell Shares in any jurisdiction. We will file with the Department of
State in New York a State Notice and a Further State Notice with respect to the
Shares, if necessary.
10. AUTHORITY OF FUND AND PARTICIPATING DEALER. The Fund shall have
full authority to take such action, as it deems advisable in respect of all
matters pertaining to the offering of its Shares, including the right not to
accept any order for the purchase of Shares. You shall be deemed an independent
contractor and not an agent of the Fund, for all purposes hereunder and shall
have no authority to act for or represent the Fund. You will not act as an
"underwriter" or "distributor" of shares, as those terms are used in the 1940
Act, the Securities Act of 1933, and rules and regulations promulgated
thereunder.
11. RECORDKEEPING. You will (i) maintain all records required by law to
be kept by you relating to transactions in Shares and, upon request by the Fund,
promptly make such records available to the Fund as the Fund may reasonably
request in connection with its operations and (ii) promptly notify the Fund if
you experience any difficulty in maintaining the records described in the
foregoing clauses in an accurate and complete manner. If you hold Shares as a
record owner for your Customers, you will be responsible for maintaining all
necessary books and Customer account records which reflect their beneficial
ownership of Shares, which records shall specifically reflect that you are
holding Shares as agent, custodian or nominee for your Customers.
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12. LIABILITY. The Distributor shall be under no liability to you
hereunder except for its failure to exercise good faith in discharging the
obligations expressly assumed by it hereunder. In carrying out your obligations,
you agree to act in good faith and without negligence. By your acceptance of
this Agreement, you agree to and do release, indemnify and hold harmless the
Distributor and the Fund and their respective successors and assigns, each of
their respective officers and directors, and each person who controls either the
Distributor or the Fund within the meaning of Section 15 of the Securities Act
against any loss, liability, claim, damages or expense (including reasonable
attorneys' fees and expenses) arising by reason of (i) any direct or indirect
actions or inactions of or by you or your officers, employees or agents
regarding your responsibilities hereunder for orders to purchase, redeem or
exchange Shares by or on behalf of your Customers, including violations of the
terms and conditions of the Prospectus or applicable provisions of the
Investment Company Act, including Rule 22c-1 thereunder, with respect to such
orders or (ii) any breach of this Agreement by you or your successors or
permitted assigns. Nothing contained in this Agreement is intended to operate as
a waiver by the Distributor or you of compliance with any provision of the
Investment Company Act, the Securities Act, the Securities Exchange Act of 1934,
as amended, the Investment Advisors Act of 1940, as amended or the rules and
regulations promulgated by the SEC thereunder.
13. PRIVACY. You represent that you have adopted and implemented
procedures to safeguard customer information and records that are reasonably
designed to: (i) ensure the security and confidentiality of customer records and
information; (ii) protect against any anticipated threats or hazards to the
security or integrity of customer records and information; (iii) protect against
unauthorized access to or use of customer records or information that could
result in substantial harm or inconvenience to any customer; (iv) protect
against unauthorized disclosure of non-public information to unaffiliated third
parties; and (v) otherwise ensure that you are in compliance with Regulation
S-P.
14. AMENDMENT. We may modify this agreement at any time by written
notice to you. The first order placed by you subsequent to the giving of such
notice shall be deemed as your acceptance of such modification.
15. TERMINATION. This Agreement may be terminated by either party,
without penalty, upon ten (10) days' notice to the other party and shall
automatically terminate in the event of its assignment (as defined in the
Investment Company Act). This Agreement shall also automatically terminate at
any time without penalty in the event the Fund terminates the Distribution
Agreement between the Fund and the Distributor.
16. NATURE OF AGREEMENT. You acknowledge and agree that this Agreement
has been entered into pursuant to Rule 12b-1 under the Investment Company Act,
and is subject to the provisions of said Rule (as it may be amended from time to
time), as well as any other applicable rules promulgated by the SEC.
17. COMMUNICATIONS. All communications to the Distributor should be
sent to SEI Investments Distribution Co., Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx,
Xxxxxxxxxxxx 00000, Attention: Compliance Officer. Any notice to you shall be
duly given if mailed or telegraphed to you at the address specified by you
below.
18. SEVERABILITY AND GOVERNING LAW. If any provision of this Agreement
shall be held or made invalid by a decision in a judicial or administrative
proceeding, statute, rule or otherwise, the enforceability of the remainder of
this Agreement will not be impaired thereby. This Agreement shall be governed by
the laws of the Commonwealth of Pennsylvania.
19. INVESTIGATIONS AND PROCEEDINGS. The parties to this Agreement agree
to cooperate fully in any securities regulatory investigation or proceeding or
judicial proceeding with respect to each party's activity under this Agreement
and promptly notify the other party of any such investigation or proceeding.
20. SURVIVAL. The representations, warranties, covenants and agreements
of the undersigned contained in this Agreement, including, without limitation,
the indemnity agreement contained in Section 11 hereof, shall survive any
termination of this Agreement.
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21. CAPTIONS. All captions used in this Agreement are for convenience
only, are not a party hereof, and are not to be used in construing or
interpreting any aspect hereof.
22. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter contained herein and
supercedes all previous agreements and/or understandings of the parties.
(THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK. THE SIGNATURE
PAGE FOLLOWS).
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If the foregoing corresponds with your understanding of our agreement,
please sign this document and the accompanying copies thereof in the appropriate
space below and return the same to us, whereupon this Agreement shall be binding
upon each of us, effective as of the date of execution.
SEI INVESTMENTS DISTRIBUTION CO.
By:
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Name:
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Title:
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Confirmed and accepted:
FIRM NAME: _____________________
(please provide full legal name)
By:
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Name:
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Title:
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Date:
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TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING
ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO OBTAIN, VERIFY,
AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT
THIS MEANS TO YOU: WHEN YOU REQUEST TO ENTER INTO A SELLING AGREEMENT, WE WILL
ASK YOUR NAME, ADDRESS, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY
YOU. THIS INFORMATION WILL BE VERIFIED TO ENSURE YOUR IDENTITY. SIDCO IS
REQUIRED BY LAW TO REJECT YOUR REQUEST IF THE REQUIRED IDENTIFYING INFORMATION
IS NOT PROVIDED. IN CERTAIN INSTANCES, SIDCO IS REQUIRED TO COLLECT DOCUMENTS TO
FULFILL ITS LEGAL OBLIGATION. DOCUMENTS PROVIDED IN CONNECTION WITH YOUR
APPLICATION WILL BE USED SOLELY TO ESTABLISH AND VERIFY YOUR IDENTITY, AND SIDCO
SHALL HAVE NO OBLIGATION WITH RESPECT TO THE TERMS OF ANY SUCH DOCUMENT.
To enable the processing of this Agreement, please provide the following
information. Failure to complete the following will delay, and possibly prevent,
the Distributor from processing this Agreement.
Firm's CRD Number (or FDIC Cert. Number if a bank):
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Firm's Principal Address:
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Firm's Mailing Address:
(if different from above) --------------------------
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Firm's Primary Telephone Number:
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Firm's Tax Identification Number (TIN):
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