SEI INVESTMENTS DISTRIBUTION CO. SUB-DISTRIBUTION AND SERVICING AGREEMENT
SEI INVESTMENTS DISTRIBUTION CO.
SUB-DISTRIBUTION AND SERVICING AGREEMENT
SUB-DISTRIBUTION AND SERVICING AGREEMENT
______________, 20__
Ladies and Gentlemen:
SEI Investments Distribution Co., a Pennsylvania corporation, serves as distributor (the
“Distributor”) to the Funds listed on Schedule A to this Agreement (the “Funds”). Each of the
Funds listed on Schedule A is an open-end investment company registered under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). The Funds offer their shares
(“Shares”) to the public in accordance with the terms and conditions contained in the Funds’
prospectus. The term “Prospectus” used herein refers to all of the prospectus(es) on file with the
U.S. Securities and Exchange Commission (“SEC”), which are part of the Funds’ registration
statement under the Securities Act of 1933 (the “Securities Act”) and, if applicable, the most
recent statement of additional information. In connection with the foregoing you may serve as a
participating dealer for the Funds (“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:
a. You are hereby designated a Participating Dealer and as such are authorized (i) to accept
orders for the purchase of Shares of the Funds and to transmit to the Funds such orders and the
payment made therefor; (ii) to accept orders for the redemption or exchange of Shares and to
transmit to the Funds 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 Funds 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 Funds 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
Funds necessary for subaccounting; (vi) if required by law, forwarding shareholder communications
from the Funds (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 Funds’ 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.
a. As instructed by you, the Funds’ transfer agent will open accounts on the Funds’ 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 Funds, 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. 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, 2007 in SEC ReleaseIC-27504.
b. You agree to transmit the requested information that is on your books and records to the
Funds, 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 Funds 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
Funds (or its designee), block further purchases of Shares from such indirect intermediary. In such
instance, you agree to inform the Funds 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 Funds, or its designee,
should be consistent with the NSCC Standardized Data Reporting Format.
c. The Funds agree that all requests will set forth a specific period for which transaction
information is sought, which period may include each trading day. The Funds may request transaction
information as it deems appropriate, including to investigate compliance with policies established
by the Funds for the purpose of eliminating or reducing disruptive trading activity in the Funds or
dilution of the value of the outstanding Shares of the Funds. The Funds agree 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 Funds, or its designee, to restrict or
prohibit further purchases or exchanges of Shares by any Shareholder specifically identified by the
Funds or its designee. Such instruction can be for any reason deemed appropriate by the Funds or
its designee, including for a Shareholder that has been identified as having engaged in
transactions of the Funds’ Shares (directly or indirectly through your accounts) that violate
policies established by the Funds for the purpose of eliminating or reducing disruptive trading
activity in the Funds or dilution of the value of the outstanding Shares of the Funds. When issuing
you instructions, the Funds, 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 Funds, 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.
You represent and warrant that, with respect to your Customers, you are and will continue to
be in compliance with all applicable laws and regulations aimed at the prevention and detection of
money laundering and/or the financing of terrorism activities including Bank Secrecy Act, as
amended by USA PATRIOT Act, U.S. Treasury Department, including the Office of Foreign Asset Control
(“OFAC”) and the Financial Crimes and Enforcement Network (“FinCEN”), SEC and rules of Financial
Industry Regulatory Authority (“FINRA”). As such you represent that you have an anti-money
laundering program (“AML Program”), that at minimum includes, i) an AML compliance officer
designated to administer and oversee the AML Program, ii) ongoing training for appropriate
personnel, iii) internal controls and procedures reasonably designed to prevent and detect
suspicious activity monitoring and terrorist financing activities; iv) procedures to comply with
know your customer requirements and to verify the identity of all customers; v) appropriate record
keeping procedures. In addition you agree to fully cooperate with requests from the government
regulators and Distributor for information relating to customers and/or transactions involving the
Fund Shares, as permitted by law, in order for Distributor to comply with its regulatory
requirements.
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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 Funds for
a particular trade date have been received by you prior to such Funds’ cut-off time for orders, in
each case in accordance with the terms and conditions set forth in such Funds’ prospectuses 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 Funds’ Prospectuses 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 Funds 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 Funds’ Prospectuses 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 Funds’ Prospectuses or applicable law.
d. You agree to comply with and, with respect to your Customers, enforce the Funds’s policies
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 Funds’ policies on market timing.
e. The Funds and the Distributor reserve the right to reject any purchase or exchange request
at their sole discretion, including from any investor whom either the Funds or the
Distributor believes has a history of abusive trading or who’s trading, in its judgment, has been
or may be disruptive to the Funds.
5. Limitation of Authority. No person is authorized to make any representations
concerning the Funds, 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 Funds 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 Funds 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 Funds (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 Funds 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 Funds (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to Customers.
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a. You represent that you are either (a) a member in good standing of the FINRA 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 FINRA, your expulsion or suspension from the FINRA 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 Funds 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 Funds.
d. You agree that in performing the services under this Agreement, you at all times will
comply with the Conduct Rules of the FINRA, particularly Conduct Rule 2830, and any other
regulations or guidelines issued by the FINRA. Without limiting the generality of the foregoing,
you agree to provide your Customers a written notice regarding the availability of the
FINRA Regulation Public Disclosure Program no less than once every calendar year pursuant to FINRA
Conduct Rule 2280. The notice shall contain (i) the Program hotline telephone number; (ii) the
FINRA Regulation web site address; and (iii) a statement as to the availability to your Customers
of an investor brochure from the FINRA that includes information describing the Public Disclosure
Program.
e. You agree that you are responsible for knowing the provisions and policies of the Funds
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 FINRA 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 Funds
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 Funds have registered an indefinite number of Shares under the
Securities Act. The Funds intend 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 Funds and Participating Dealer. The Funds 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
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agent of the Funds, for all purposes hereunder and
shall have no authority to act for or represent the Funds. 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 Funds, promptly make such records
available to the Funds as the Funds may reasonably request in connection with its operations and
(ii) promptly notify the Funds 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 Funds and their respective successors and assigns, each of their respective
officers and directors, and each person who controls either the Distributor or the Funds 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). In the event any Funds terminate the
Distribution Agreement between a Fund and the Distributor, this Agreement shall also automatically
terminate at any time without penalty for the said Fund(s). If Distribution Agreement of a
specific Fund and Distributor is terminated, the remainder of this Agreement will not be impaired
thereby for the remaining Funds listed on Schedule A.
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.
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20. Survival. The representations, warranties, covenants and agreements of the
undersigned contained in this Agreement, including, without limitation, the indemnity agreement
contained in Section 12 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).
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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: | ||||
Name: | ||||
Title: | ||||
Confirmed and accepted:
Firm Name: ___________________________
(please provide full legal name)
(please provide full legal name)
By: __________________________________
Name: ________________________________
Title: _________________________________
Date: _________________________________
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): ___________________________
Firm’s Principal Address: |
||||
Firm’s Mailing Address: |
||||
(if different from above) |
||||
Firm’s Primary Telephone Number: ______________________
Firm’s Tax Identification Number (TIN): ___________________
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Schedule A
The Advisors’ Inner Circle Fund, on behalf of:
Acadian Emerging Markets Portfolio
AIG Money Market Fund
Analytic Global Long-Short Fund
Analytic Short-Term Income Fund
Cambiar Conquistador Fund
Cambiar International Equity Fund
Cambiar Opportunity Fund
Cambiar Aggressive Value Fund
CB Core Equity Fund
Commerce Capital Government MM
Commerce Capital Institutional Select Government MM
Commerce Capital Treasury MM
Edgewood Growth Fund
FMA Small Company Portfolio
FMC Select Fund
FMC Strategic Value Fund
Haverford Quality Growth Stock Fund
HGK Equity Value Fund
ICM Small Company Portfolio
LSV Conservative Core Equity Fund
LSV Conservative Value Equity Fund
LSV Value Equity Fund
XxXxx International Equity Portfolio
Japan Smaller Companies Fund
Rice Xxxx Xxxxx Micro Cap Portfolio
Rice Xxxx Xxxxx Mid Cap Portfolio
Rice Hall Xxxxx Xxxxx Cap Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
United Association S&P 500 Index Fund
WHG Balanced Fund
WHG Income Opportunity Fund
WHG Large Cap Value Fund
WHG SMidCap Fund
Acadian Emerging Markets Portfolio
AIG Money Market Fund
Analytic Global Long-Short Fund
Analytic Short-Term Income Fund
Cambiar Conquistador Fund
Cambiar International Equity Fund
Cambiar Opportunity Fund
Cambiar Aggressive Value Fund
CB Core Equity Fund
Commerce Capital Government MM
Commerce Capital Institutional Select Government MM
Commerce Capital Treasury MM
Edgewood Growth Fund
FMA Small Company Portfolio
FMC Select Fund
FMC Strategic Value Fund
Haverford Quality Growth Stock Fund
HGK Equity Value Fund
ICM Small Company Portfolio
LSV Conservative Core Equity Fund
LSV Conservative Value Equity Fund
LSV Value Equity Fund
XxXxx International Equity Portfolio
Japan Smaller Companies Fund
Rice Xxxx Xxxxx Micro Cap Portfolio
Rice Xxxx Xxxxx Mid Cap Portfolio
Rice Hall Xxxxx Xxxxx Cap Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
United Association S&P 500 Index Fund
WHG Balanced Fund
WHG Income Opportunity Fund
WHG Large Cap Value Fund
WHG SMidCap Fund
Acadian Emerging Markets Portfolio
AIG Money Market Fund
Analytic Global Long-Short Fund
Analytic Short-Term Income Fund
Cambiar International Equity Fund
Cambiar Opportunity Fund
Cambiar Conquistador Fund
Cambiar Aggressive Value Fund
CB Core Equity Fund
Commerce Capital Government Money Market Fund
Commerce Capital Treasury Obligations Money Market Fund
Commerce Institutional Select Money Market Fund
AIG Money Market Fund
Analytic Global Long-Short Fund
Analytic Short-Term Income Fund
Cambiar International Equity Fund
Cambiar Opportunity Fund
Cambiar Conquistador Fund
Cambiar Aggressive Value Fund
CB Core Equity Fund
Commerce Capital Government Money Market Fund
Commerce Capital Treasury Obligations Money Market Fund
Commerce Institutional Select Money Market Fund
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Edgewood Growth Fund
FMA Small Company Portfolio
FMC Strategic Value Fund
FMC Select Fund
Haverford Quality Growth Stock Fund
HGK Equity Value Fund
HGK Mid Cap Value Fund
ICM Small Company Portfolio
Japan Smaller Companies Fund
LSV Value Equity Fund
LSV Conservative Value Equity Fund
LSV Conservative Core Equity Fund
XxXxx International Equity Portfolio
Rice Xxxx Xxxxx Micro Cap Portfolio
Rice Hall Xxxxx Xxxxx Cap Portfolio
Rice Xxxx Xxxxx Mid Cap Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
UA S&P 500 Index Fund
WHG Income Opportunity Fund
WHG SMidCap Fund
WHG LargeCap Value Fund
WHG Balanced Fund
WHG SmallCap Value Fund
WHG AllCap Value Fund
FMA Small Company Portfolio
FMC Strategic Value Fund
FMC Select Fund
Haverford Quality Growth Stock Fund
HGK Equity Value Fund
HGK Mid Cap Value Fund
ICM Small Company Portfolio
Japan Smaller Companies Fund
LSV Value Equity Fund
LSV Conservative Value Equity Fund
LSV Conservative Core Equity Fund
XxXxx International Equity Portfolio
Rice Xxxx Xxxxx Micro Cap Portfolio
Rice Hall Xxxxx Xxxxx Cap Portfolio
Rice Xxxx Xxxxx Mid Cap Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
UA S&P 500 Index Fund
WHG Income Opportunity Fund
WHG SMidCap Fund
WHG LargeCap Value Fund
WHG Balanced Fund
WHG SmallCap Value Fund
WHG AllCap Value Fund
The Advisors’ Inner Circle Fund II on behalf of
Xxxxxxx Horizon Burkenroad Fund
Xxxxxxx Horizon Growth Fund
Xxxxxxx Horizon Prime Money Market Fund
Xxxxxxx Horizon Strategic Income Bond Fund
Xxxxxxx Horizon Treasury Money Market Fund
Xxxxxxx Horizon Value Fund
Champlain Small Company Fund
Perimeter Small Cap Growth Fund
Xxxxxx Select Research Fund
UCM Institutional Money Market Fund
Xxxxxxx and Xxxxx SmartGrowth ETF Lipper Optimal Growth Index Fund
Xxxxxxx and Xxxxx SmartGrowth ETF Lipper Optimal Moderate Index Fund
Xxxxxxx and Xxxxx SmartGrowth ETF Lipper Optimal Conservative Index Fund
Aberdeen Emerging Markets Fund
Xxxxxxx Horizon Burkenroad Fund
Xxxxxxx Horizon Growth Fund
Xxxxxxx Horizon Prime Money Market Fund
Xxxxxxx Horizon Strategic Income Bond Fund
Xxxxxxx Horizon Treasury Money Market Fund
Xxxxxxx Horizon Value Fund
Champlain Small Company Fund
Perimeter Small Cap Growth Fund
Xxxxxx Select Research Fund
UCM Institutional Money Market Fund
Xxxxxxx and Xxxxx SmartGrowth ETF Lipper Optimal Growth Index Fund
Xxxxxxx and Xxxxx SmartGrowth ETF Lipper Optimal Moderate Index Fund
Xxxxxxx and Xxxxx SmartGrowth ETF Lipper Optimal Conservative Index Fund
Aberdeen Emerging Markets Fund
Xxxxxx Street Funds on behalf of
Large Cap Core Equity Fund
Strategic Growth Fund,
High Grade Income Fund
Hawaii Municipal Bond Fund
Money Market Fund
Treasury Money Market Fund
Tax Free Money Market Fund
Large Cap Core Equity Fund
Strategic Growth Fund,
High Grade Income Fund
Hawaii Municipal Bond Fund
Money Market Fund
Treasury Money Market Fund
Tax Free Money Market Fund
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