Exhibit 99.1e(2)
[[AGREEMENTHEADER]]
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 TD Asset Management USA Funds Inc. (the
"Fund"), 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 [[FundClasses]] 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 has opened 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"), Individual/International
Taxpayer Identification Number ("ITIN"), or other government-issued identifier
("GII"), 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. While
the Fund may request this information at any time after the effective date of
this agreement, you are not required to provide any information under this
Amendment until the Rule 22c-2 compliance date, currently designated as October
16, 2007 in SEC Release27504.
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: (i) provide or
arrange to provide to the Fund the requested information from Shareholders who
hold an account with an "indirect intermediary" (as defined in Rule 22c-2); or
(ii) if directed by the Fund (or its designee), block further purchases of
Shares from such indirect intermediary. 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, ITIN, or GII, if known, and the
specific restriction(s) to be executed. If the TIN ITIN, or GII, 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.
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.
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 will be computed and
paid in accordance with the 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.
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.
f. 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.
g. 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.
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.
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).
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:
Title:
Confirmed and accepted:
Firm Name:
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(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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