DISTRIBUTION AGREEMENT
CoreFunds, Inc.
THIS AGREEMENT is made as of this 30th day of October, 1992, between
CoreFunds, Inc. (the "Company"), a Maryland corporation and SEI Financial
Services Company (the "Distributor"), a Pennsylvania corporation.
WHEREAS, the Trust is registered as an investment company with the
Securities and Exchange Commission ("SEC") under the Investment Company Act of
1940, as amended ("1940 Act"), and its Shares are registered with the SEC under
the Securities Act of 1933, as amended ("1933 Act"); and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Company and Distributor hereby agree as follows:
ARTICLE 1. Sale of Shares. The Company grants to the Distributor the
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exclusive right to sell Shares of the Company at the net asset value per Share
in accordance with the current prospectus, as agent and on behalf of the
Company, during the term of this Agreement and subject to the registration
requirements of the 1933 Act, the rules and regulations of the SEC and the laws
governing the sale of securities in the various states ("Blue Sky Laws").
ARTICLE 2. Solicitation of Sales. In consideration of these rights
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granted to the Distributor, the Distributor agrees to use all reasonable
efforts, consistent with its other business, in connection with the distribution
of Shares of the Company; provided, however, that the Distributor shall not be
prevented from entering into like arrangements with other issuers. The
provisions of this paragraph do not obligate the Distributor to register as a
broker or dealer under the Blue Sky Laws of any jurisdiction when it determines
it would be uneconomical for it to do so or to maintain its registration in any
jurisdiction in which it is now registered nor obligate the Distributor to sell
any particular number of Shares.
ARTICLE 3. Authorized Representations. The Distributor is not authorized
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by the Company to give any information or to make any representations other than
those contained in the current registration statements and prospectuses of the
Company filed with the SEC or contained in Shareholder reports or other material
that may be prepared by or on behalf of the Company for the Distributor's use.
The Distributor may prepare and distribute sales literature and other material
as it may deem appropriate, provided that such literature and materials have
been approved by the Company prior to their use.
ARTICLE 4. Registration of Shares. The Company agrees that it will take
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all action necessary to register Shares under the federal and state securities
laws so that there will be available for sale the number of Shares the
Distributor may reasonably be expected to sell and to pay all fees associated
with said registration. The Company shall make available to the Distributor such
number of copies of its currently effective prospectus and statement of
additional information as the Distributor may reasonably request. The Company
shall furnish to the Distributor copies of all information, financial statements
and other papers which the Distributor may reasonably request for use in
connection with the distribution of Shares of the Company.
ARTICLE 5. Compensation. The Distributor will not receive compensation
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for distribution of Series A shares of the Company. As compensation for the
services performed and the expenses assumed under this Agreement relative to
Series B shares, and to the extent provided in the Company's annual budget under
its retail series Distribution Plan adopted in accordance with Rule 12b-1 under
the Investment Company Act of 1940, the Company shall pay the Distributor
compensation in the amount of .25% of the average daily net assets of Series B
shares. This compensation may be utilized by the Distributor for (i) the cost of
preparing and printing prospectuses and statements of additional information,
reports to Shareholders, sales literature and other materials for potential
investors in Series B, (ii) advertising Series B, and (iii) expenses incurred in
connection with the distribution of Series B shares.
ARTICLE 6. Indemnification of Distributor. The Company agrees to
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indemnify and hold harmless the Distributor and each of its directors and
officers and each person, if any, who controls the Distributor within the
meaning of Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages, or expense and reasonable counsel
fees and disbursements incurred in connection therewith), arising by reason of
any person acquiring any Shares, based upon the ground that the registration
statement, prospectus, Shareholder reports or other information filed or made
public by the Company (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements made not misleading.
However, the Company does not agree to indemnify the Distributor or hold it
harmless to the extent that the statements or omission was made in reliance
upon, and in conformity with, information furnished to the Company by or on
behalf of the Distributor.
In no case (i) is the indemnity of the Company to be deemed to protect
the Distributor against any liability to the Company or its Shareholders to
which the Distributor or such person otherwise would be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement, or (ii) is the Company to be liable to the Distributor
under the indemnity agreement contained in this paragraph with respect to any
claim made against the Distributor or any person indemnified unless the
Distributor or other person shall have notified the Company in writing of the
claim within a reasonable time after
the summons or other first written notification giving information of the
nature of the claim shall have been served upon the Distributor or such other
person (or after the Distributor or the person shall have received notice of
service on any designated agent). However, failure to notify the Company of any
claim shall not relieve the Company from any liability which it may have to the
Distributor or any person against whom such action is brought otherwise than on
account of its indemnity agreement contained in this paragraph.
The Company shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the Company elects to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the Company and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Company
elects to assume the defense of any suit and retain counsel, the indemnified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Company does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.
The Company agrees to notify the Distributor promptly of the
commencement of any litigation or proceedings against it or any of its officers
or Directors in connection with the issuance or sale of any of its Shares.
ARTICLE 7. Indemnification of Company. The Distributor covenants and
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agrees that it will indemnify and hold harmless the Company and each of its
Directors and officers and each person, if any, who controls the Company within
the meaning of Section 15 of the Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, damages, claim or expense and reasonable counsel
fees incurred in connection therewith) based upon the 1933 Act or any other
statute or common law and arising by reason of any person acquiring any Shares,
and alleging a wrongful act of the Distributor or any of its employees or
alleging that the registration statement, prospectus, Shareholder reports or
other information filed or made public by the Company (as from time to time
amended) included an untrue statement of a material fact or omitted to state a
material fact required to be stated or necessary in order to make the statements
not misleading, insofar as the statement or omission was made in reliance upon
and in conformity with information furnished to the Company by or on behalf of
the Distributor.
In no case (i) is the indemnity of the Distributor in favor of the
Company or any other person indemnified to be deemed to protect the Company or
any other person against any liability to which the Company or such other person
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Company or any person
indemnified unless the
Company or person, as the case may be, shall have notified the Distributor in
writing of the claim within a reasonable time after the summons or other first
written notification giving information of the nature of the claim shall have
been served upon the Company or upon any person (or after the Company or such
person shall have received notice of service on any designated agent). However,
failure to notify the Distributor of any claim shall not relieve the Distributor
from any liability which it may have to the Company or any person against whom
the action is brought otherwise than on account of its indemnity agreement
contained in this paragraph.
The Distributor shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonably withheld.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the indemnified defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.
The Distributor agrees to notify the Company promptly of the
commencement of any litigation or proceedings against it in connection with the
issue and sale of any of the Company's Shares.
ARTICLE 8. Term. This Agreement shall continue in force for two years
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from the effective date and thereafter from year to year, provided that such
annual continuance is approved by (i) either the vote of a majority of the
Directors of the Company, or the vote of a majority of the outstanding voting
securities of the Company, and (ii) the vote of a majority of those Directors of
the Company who are not parties to this Agreement or the Company's Distribution
Plan or interested persons of any such party ("Qualified Directors"), cast in
person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As used
in this paragraph the terms "vote of a majority of the outstanding voting
securities", "assignment" and "interested person" shall have the respective
meanings specified in the 1940 Act. In addition, this Agreement may at any time
be terminated without penalty by SFS, by a vote of a majority of Qualified
Directors or by vote of a majority of the outstanding voting securities of the
Company upon not less than sixty days prior written notice to the other party.
ARTICLE 9. Notices. Any notice required or permitted to be given by
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either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Company, at 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, Xxxxxxxxxxxx, and
if to the Distributor, 000 Xxxx Xxxxxxxxxx Xxxx, Xxxxx, Xxxxxxxxxxxx 00000.
ARTICLE 10. Limitation of Liability. A copy of the Articles of
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Incorporation of the Company is on file with the Secretary of State of the
Commonwealth of Massachusetts, and notice is hereby given that this Agreement is
executed on behalf of the Directors of the Company as Directors and not
individually and that the obligations of this instrument are not binding upon
any of the Directors, officers or unitholders of the Company individually but
binding only upon the assets and property of the Company.
ARTICLE 11. Governing Law. This Agreement shall be construed in
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accordance with the laws of the Commonwealth of Pennsylvania and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Pennsylvania, or any of the provisions herein, conflict with the
applicable provisions of the 1940 Act, the latter shall control.
ARTICLE 12. Multiple Originals. This Agreement may be executed in two or
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more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS, the Company and Distributor have each duly executed this
Agreement, as of the day and year above written.
COREFUNDS, Inc.
By: /s/ Xxxxx X. Xxxxxxxx, Secretary
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SEI FINANCIAL SERVICES COMPANY
By: /s/ Xxxxx X. Xxxxx
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