SUB-DISTRIBUTION AND SERVICING AGREEMENT
THIS SUB-DISTRIBUTION AND SERVICING AGREEMENT (this "AGREEMENT") is made
this ___ day of ____________, 20__, ("EFFECTIVE DATE") between the participating
dealer identified on the signature page of this Agreement (hereinafter, the
"PARTICIPATING DEALER") and SEI Investments Distribution Co., a Pennsylvania
corporation with its principal place of business at Xxx Xxxxxxx Xxxxxx Xxxxx,
Xxxx, Xxxxxxxxxxxx 00000 (the "DISTRIBUTOR").
WHEREAS, the Distributor serves as distributor to each of the FUNDS SET
FORTH IN SCHEDULE A, attached hereto and incorporated herein (each, a "FUND" and
collectively, the "FUNDS"). Each Fund is an open end investment company
registered under the 1940 Act (as defined below).
WHEREAS, each Fund offers its redeemable securities ("SHARES") to the
public in accordance with the terms and conditions contained in the Fund's
Prospectus (as defined below).
WHEREAS, each Fund desires that the Distributor and the Participating
Dealer enter into this Agreement pursuant to which the Participating Dealer
agrees to accept orders for the purchase or redemption of Shares, respond to
shareholder inquiries and perform other related functions, all on the terms and
subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained and intending to be legally bound, the Distributor and the
Participating Dealer hereby agree as follows:
SECTION 1 DEFINITIONS
1.01 "1940 ACT" means the Investment Company Act of 1940 together with
any rules promulgated thereunder, as each may be amended from time
to time.
1.02 "ACCOUNT" shall have the meaning set forth in SECTION 3.01 of this
Agreement.
1.03 "AGREEMENT" shall have the meaning given to such term in the
preamble of this Agreement.
1.04 "AML PROGRAM" shall have the meaning given to such term in SECTION 4
of this Agreement.
1.05 "CUSTOMER" shall have the meaning given to such term in SECTION 2.02
of this Agreement.
1.06 "DISTRIBUTOR" shall have the meaning given to such term in the
preamble of this Agreement.
1.07 "EFFECTIVE DATE" shall have the meaning given to such term in the
preamble of this Agreement.
1.08 "EXCHANGE ACT" means the Securities Exchange Act of 1934 together
with any rules promulgated thereunder, as each may be amended from
time to time.
1.09 "FINCEN" shall have the meaning given to such term in SECTION 4 of
this Agreement.
1.10 "FINRA" shall have the meaning given to such term in SECTION 4 of
this Agreement.
1.11 "FUND" shall have the meaning given to such term in the preamble of
this Agreement.
1.12 "GII" shall have the meaning set forth in SECTION 3.01 of this
Agreement.
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1.13 "ITIN" shall have the meaning set forth in SECTION 3.01 of this
Agreement.
1.14 "OFAC" shall have the meaning given to such term in SECTION 4 of
this Agreement.
1.15 "PARTICIPATING DEALER" means the participating dealer identified on
the signature page of this Agreement.
1.16 "PROSPECTUS" means the then current prospectus on file with the SEC,
which is part of a Fund's registration statement under the
Securities Act, including all information required in the Fund's
registration statement pursuant to the Securities Act, the 1940 Act
and the Exchange Act.
1.17 "SEC" means the U.S. Securities and Exchange Commission or any
successor agency granted regulatory authority over the activities
contemplated in this Agreement.
1.18 "SECURITIES ACT" means the Securities Act of 1933 together with any
rules promulgated thereunder, as each may be amended from time to
time.
1.19 "SHARES" shall have the meaning given to such term in the preamble
of this Agreement.
1.20 "SHAREHOLDER" means: (i) the beneficial owner of Shares, whether the
Shares are held directly or by the Participating Dealer in nominee
name; and (ii) an employee benefit, retirement or other plan
participant notwithstanding that the plan may be deemed to be the
beneficial owner of Shares.
1.21 "SHAREHOLDER SERVICES" shall have the meaning set forth in SECTION
2.02 of this Agreement.
1.22 "TIN" shall have the meaning set forth in SECTION 3.01 of this
Agreement.
SECTION 2 PARTICIPATING DEALER
2.01 The Participating Dealer is hereby authorized (i) to accept orders
for the purchase of SHARES of a Fund and to transmit to the
applicable Fund such orders and the payment made therefor; (ii) to
accept orders for the redemption or exchange of Shares of a Fund and
to transmit to the applicable Fund such orders and all additional
material, including any certificates for Shares, as may be required
to complete such redemption or exchange; and (iii) to assist
Shareholders with the foregoing and other matters relating to their
investments in a 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 1940 Act and the applicable rules
promulgated thereunder, including Rule 22c-1 thereunder. The
Participating Dealer agrees to review each Share purchase or
redemption order it accepts for completeness and accuracy.
2.02 The Participating Dealer hereby agrees that, if requested by the
Distributor, it will perform certain shareholder communication
activities ("SHAREHOLDER SERVICES") as requested by the Distributor,
on behalf of Participating Dealer's customers who purchase or hold
Shares ("CUSTOMERS"). The Participating Dealer may perform such
Shareholder Services itself or subcontract the performance of such
Shareholder Services to a third party; provided, however, that all
fees and expenses incurred in any delegation or sub-contract shall
be paid by the Participating Dealer and the Participating Dealer
shall remain responsible to the Distributor for the acts and
omissions of such third parties as if such acts or omissions were
the acts or omissions of the Participating Dealer. 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 the Participating
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Dealer; (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 the Participating Dealer is permitted to
do so under applicable statutes, rules and regulations. In addition,
the Participating Dealer agrees 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 materials
provided by the Distributor to Customers; (iv) arranging for bank
wires; (v) providing sub-accounting with respect to Shares owned of
record or beneficially by Customers or providing the information to
the Funds necessary for sub-accounting; (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.
2.03 In performing the services described in this Agreement, the
Participating Dealer will provide such office space and equipment,
telephone facilities and personnel as may be reasonably necessary or
beneficial to provide such services.
SECTION 3 AGREEMENT TO PROVIDE SHAREHOLDER INFORMATION
3.01 The Participating Dealer shall instruct the Funds' transfer agent to
open accounts on the Funds' books and records (each, an "ACCOUNT")
in order to process Share purchase and redemption requests for
Shareholders. The Participating Dealer agrees to provide each 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 Shareholder; the name or other identifier of
any investment professional associated with a Shareholder or
Account; and the amount, date, and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held in an Account during the period
covered by the request.
3.02 The Participating Dealer shall transmit the information identified
in SECTION 3.01 to the applicable Fund or its designee promptly, but
in no event shall such transmission occur later than five business
days after receipt of a request. If the requested information is not
on the books and records of the Participating Dealer, the
Participating Dealer agrees to: (i) provide or arrange to provide
the requested information from Shareholders who hold an Account with
an "indirect intermediary" (as defined in Rule 22c-2); or (ii) if
directed by a Fund (or its designee), block further purchases of
Shares from such indirect intermediary. If such information is not
on the books and records of the Participating Dealer, the
Participating Dealer agrees to inform the Fund whether the
Participating Dealer plans 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
a Fund, or its designee, should be consistent with the NSCC
Standardized Data Reporting Format.
3.03 Each Fund agrees that all requests will set forth a specific period
for which transaction information is sought, which period may
include each trading day. A Fund may request transaction information
for any purpose 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. Each
Fund agrees not to use the information received for marketing or any
other similar purpose without the Participating Dealer's prior
written consent.
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3.04 The Participating Dealer hereby agrees to execute written
instructions received from a Fund, or its designee, to restrict or
prohibit further purchases or exchanges of Shares by any Shareholder
specifically identified by such Fund or its designee. Such
instruction can be for any reason deemed appropriate by a Fund or
its designee, including to restrict a Shareholder that has been
identified as having engaged in transactions in the Fund's Shares
(directly or indirectly through 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 instructions to the
Participating Dealer, a 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 Shareholders or
Accounts or other agreed-upon information. The Participating Dealer
agrees to execute instructions as soon as reasonably practicable,
but not later than five business days after receipt from a Fund. The
Participating Dealer must provide written confirmation to the Fund,
or its designee, that instructions have been executed. The
Participating Dealer agrees to provide confirmation as soon as
reasonably practicable, but not later than ten business days after
the instructions have been executed.
SECTION 4 ANTI-MONEY LAUNDERING
The Participating Dealer represents and warrants that, with respect
to its Customers, it is 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 the Bank Secrecy Act, as amended by the USA
PATRIOT Act as well as all applicable regulations of the offices and
bureaus of the U.S. Treasury Department, including the Office of
Foreign Asset Control ("OFAC") and the Financial Crimes and
Enforcement Network ("FINCEN"), the SEC and any applicable rules of
the Financial Industry Regulatory Authority ("FINRA"). As such, the
Participating Dealer represents that it has 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; and (v)
appropriate record keeping procedures. In addition, the
Participating Dealer agrees to fully cooperate with requests from
the government regulators and Distributor for information relating
to Shareholders and/or transactions involving Shares, as permitted
by law, in order for Distributor to comply with its regulatory
requirements.
SECTION 5 EXECUTION OF ORDERS FOR PURCHASES AND REDEMPTIONS OF SHARES
5.01 All orders for the purchase of 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,
the Participating Dealer shall ensure that any order submitted to a
Fund for a particular trade date was received by the Participating
Dealer 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 1940 Act, including Rule
22c-1 thereunder. In the event an order is received after such
cut-off time, the Participating Dealer 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 1940 Act, including Rule 22c-1 thereunder.
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5.02 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 the
Participating Dealer 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 applicable Fund
and the Distributor reserve the right, without notice, to cancel the
sale, redemption, exchange, transfer or registration and to hold the
Participating Dealer responsible for any loss sustained as a result
thereof.
5.03 The Participating Dealer represents and warrants that it has
procedures in place reasonably designed to ensure that orders
received by it are handled in a manner consistent with a Fund's
Prospectus and applicable provisions of the 1940 Act, including Rule
22c-1 thereunder. In addition, the Participating Dealer agrees that
it will not enter into any arrangement to facilitate trading of
Shares in a manner inconsistent with a Fund's Prospectus or
applicable law.
5.04 The Participating Dealer agrees to comply with and enforce a Fund's
policies on market timing, as described in the Prospectus or as
otherwise disclosed to the Participating Dealer. In addition, the
Participating Dealer agrees that it will not enter into any
arrangement to facilitate excessive trading in the Shares in
contravention of a Fund's policies on market timing.
5.05 Each of the applicable Fund and the Distributor reserve the right to
reject any purchase or exchange request in such party's sole
discretion, including a request from any Shareholder 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
such Fund.
SECTION 6 LIMITATION OF AUTHORITY
The Participating Dealer is not authorized to make any
representation concerning a Fund or Shares except those
representations contained in the Prospectus and in such printed
information as approved by the Fund or the Distributor. THE
PARTICIPATING DEALER IS NOT AUTHORIZED TO DISTRIBUTE ANY SALES
LITERATURE AND OR MARKETING MATERIAL RELATING TO A FUND WITHOUT THE
PRIOR WRITTEN APPROVAL OF THE DISTRIBUTOR.
SECTION 7 COMPENSATION
As compensation hereunder, the Participating Dealer may retain any
sales charge paid by Shareholders pursuant to the Prospectus unless
the payment of any such sales charge has been waived by the
applicable Fund for any reason. The Distributor may also pay the
Participating Dealer 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
Shareholders. 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
1940 Act or otherwise), as they may be amended from time to time.
The Participating Dealer acknowledges that any compensation to be
paid to it by the Distributor shall be paid from proceeds paid to
the Distributor by a 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 the
Participating Dealer will be reduced accordingly. In determining the
amount payable to the Participating Dealer hereunder, the
Distributor reserves the right to exclude any sales that Distributor
reasonably determines have not been made in accordance with the
provisions of the Prospectus and/or this Agreement.
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SECTION 8 PROSPECTUS AND REPORTS
The Participating Dealer agrees to comply with the provisions
contained in the Securities Act governing the delivery of a
Prospectus to any person to whom it offers Shares. The Participating
Dealer further agrees to deliver, upon Distributor's request, copies
of any amended Prospectus to Shareholders whose Shares Participating
Dealer is holding as record owner. Participating Dealer further
agrees to forward to Shareholders, 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).
SECTION 9 QUALIFICATION TO ACT
9.01 The Participating Dealer hereby represents that it is either (a) a
member in good standing of FINRA or (b) exempt under federal and
state securities laws from registration as a broker or dealer, and
has been duly authorized by proper corporate action to enter into
this Agreement and to perform its obligations hereunder, evidence of
which corporate action shall be properly maintained and made part of
Participating Dealer's corporate records.
9.02 If the Participating Dealer is a member of FINRA, its expulsion or
suspension from FINRA will automatically terminate this Agreement on
the effective date of such expulsion or suspension. If Participating
Dealer is exempt under federal and state securities laws from
registration as a broker or dealer, Participating Dealer represents
that it possesses 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
Participating Dealer no longer possesses such authority.
Participating Dealer agrees that it will not offer Shares to persons
in any jurisdiction in which it may not lawfully make such offer due
to the fact that it has not registered under, or is not exempt from,
the applicable registration or licensing requirements of such
jurisdiction. The Participating Dealer agrees to immediately notify
the Distributor in writing of any such action or event that shall
cause termination of this Agreement.
9.03 The Participating Dealer agrees that each partner, director,
officer, employee or agent of Participating Dealer who will
participate or otherwise be involved in the offer or sale of the
Shares of the Funds or the performance of 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 Participating Dealer
offers and sells Shares of the Funds.
9.04 The Participating Dealer agrees that in performing the services
under this Agreement, it will at all times will comply with the
Conduct Rules of FINRA, particularly Conduct Rule 2830, and any
other regulations or guidelines issued by FINRA. Without limiting
the generality of the foregoing, Participating Dealer agrees to
provide its Customers a written notice regarding the availability of
the FINRA 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
FINRA Regulation web site address; and (iii) a statement as to the
availability to its Customers of an investor brochure from FINRA
that includes information describing the Public Disclosure Program.
9.05 The Participating Dealer agrees that it is responsible for knowing
the provisions and policies of each Fund related to breakpoints and
for applying those provisions and policies to the sale of Shares.
Moreover, Participating Dealer agrees that it will not combine
Customer orders to reach breakpoints in commissions or for any other
purposes whatsoever unless authorized by the then current Prospectus
or expressly permitted by the Distributor in writing. Participating
Dealer further agrees that it will not withhold placing Customers'
orders for Shares so as to profit as a result of such withholding or
6
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. The Participating
Dealer further agrees that it will place orders immediately upon
their receipt and will not withhold any order so as to profit
therefrom. Finally, the Participating Dealer agrees to maintain
policies and procedures, including supervisory procedures,
reasonably designed to ensure that Customers are apprised of and
receive breakpoint opportunities. The Participating Dealer agrees to
provide Distributor, upon reasonable request, with a copy of such
policies and procedures and such other documentation that will allow
Distributor to satisfy its supervisory and/or compliance obligations
under the applicable laws, rules and regulations of FINRA and the
SEC.
9.06 The Participating Dealer agrees 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.
SECTION 10 BLUE SKY
Each Fund has registered an indefinite number of Shares for sale
under the Securities Act. Further, each Fund intends to register or
qualify to offer such Shares in certain states where registration or
qualification is required. Upon request, Distributor will inform the
Participating Dealer 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. The Participating Dealer agrees that it will offer Shares
for sale only in those states where such Shares have been
registered, qualified, or an exemption is available. Distributor
assumes no responsibility or obligation as to the Participating
Dealer's right to sell Shares in any jurisdiction. Distributor 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.
SECTION 11 AUTHORITY OF FUNDS AND PARTICIPATING DEALER
Each 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. The Participating Dealer shall be deemed an
independent contractor and not an agent of the Funds for all
purposes hereunder and shall have no authority to act for, bind or
represent the Funds. The Participating Dealer will not act as an
"underwriter" or "distributor" of Shares, as those terms are used in
the 1940 Act and the Securities Act.
SECTION 12 RECORDKEEPING
The Participating Dealer will (i) maintain all records required by
law to be kept by it relating to transactions in Shares and, upon
request of a Fund, promptly make such records as the Fund may
reasonably request in connection with its operations available to
such Fund and (ii) promptly notify a Fund if it experiences any
difficulty in maintaining the records described in the foregoing
clauses in an accurate and complete manner. If the Participating
Dealer holds Shares as a record owner for its Customers, the
Participating Dealer 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 Participating Dealer is holding Shares as agent,
custodian or nominee for its Customers.
SECTION 13 LIABILITY
The Distributor shall be under no liability to the Participating
Dealer hereunder except for its failure to exercise good faith in
discharging the obligations expressly assumed by Distributor
hereunder. In carrying out its obligations, the Participating Dealer
agrees to act in good faith and without negligence. By acceptance of
this Agreement, the Participating Dealer hereby agrees to release,
indemnify, defend and hold harmless the Distributor and each Fund
and their respective successors and assigns, each
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of their respective officers and directors, and each person who
controls either the Distributor or a Fund within the meaning of
Section 15 of the Securities Act, on an as-incurred basis, 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 the Participating Dealer or
its officers, employees or agents regarding the Participating
Dealer's responsibilities hereunder for orders to purchase, redeem
or exchange Shares by or on behalf of its Customers, including
violations of the terms and conditions of the Prospectus or
applicable provisions of the 1940 Act, including Rule 22c-1
thereunder, with respect to such orders or (ii) any breach of this
Agreement by the Participating Dealer or its successors or permitted
assigns. Nothing contained in this Agreement is intended to operate
as a waiver by the Distributor or the Participating Dealer of
compliance with any provision of the 1940 Act, the Securities Act,
the Exchange Act, the Investment Advisors Act of 1940, as amended or
the rules and regulations promulgated by the SEC or FINRA
thereunder.
SECTION 14 MISCELLANEOUS
14.01 PRIVACY. The Participating Dealer represents and warrants that it
has 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;
(v) provide back-up copies of Customer information and records and
recovery or continuation of technology infrastructure in the event
of a natural or human-induced disaster and (vi) otherwise ensure
that you are in compliance with all applicable privacy laws, rules
and regulations, including but not limited to, the
Xxxxx-Xxxxx-Xxxxxx Act of 1999 and regulations promulgated
thereunder.
14.02 AMENDMENT. Distributor may modify this Agreement at any time by
written notice to the Participating Dealer. The first order placed
by Participating Dealer subsequent to the giving of such notice
shall be deemed as acceptance of such modification.
14.03 TERMINATION. This Agreement may be terminated by either party,
without penalty, upon ten days prior written notice to the other
party and shall automatically terminate in the event of its
assignment (as defined in the 1940 Act). In the event a Fund
terminates the applicable distribution agreement between such Fund
and the Distributor, this Agreement shall also automatically
terminate immediately upon such termination without penalty with
respect to such Fund. If a distribution agreement between a Fund and
the Distributor is terminated, the remainder of this Agreement will
not be impaired thereby for the remaining Funds listed on SCHEDULE
A.
14.04 NATURE OF AGREEMENT. The Participating Dealer acknowledges and
agrees that this Agreement has been entered into pursuant to Rule
12b-1 under the 1940 Act and is subject to the provisions of such
rule (as it may be amended from time to time), as well as any other
applicable rules promulgated by the SEC.
14.05 COMMUNICATIONS. All communications to the Distributor should be sent
to SEI Investments Distribution Co., Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx,
Xxxxxxxxxxxx 00000, Attention: Chief Compliance Officer. Any notice
to the Participating Dealer shall be duly given if mailed or
telegraphed to the Participating Dealer at the address specified
below.
14.06 SEVERABILITY. 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.
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14.07 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without
giving effect to any conflict of laws or choice of laws rules or
principles thereof. The parties hereto consent to the state and
federal courts of the Eastern District of Pennsylvania as the
exclusive venue for the adjudication of any disputes arising out of
or related to this Agreement.
14.08 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.
14.09 SURVIVAL. The representations, warranties, covenants and agreements
of the undersigned contained in this Agreement, including, without
limitation, the indemnity provisions contained in SECTION 13 hereof,
shall survive any termination of this Agreement.
14.10 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.
14.11 ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter contained
herein and supersedes 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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IN WITNESS WHEREOF, the Participating Dealer and Distributor have each duly
executed this Agreement, as of the day and year above written.
_____________________________________ SEI INVESTMENTS DISTRIBUTION CO.
[Participating Dealer]
By: By:
Name: Name:
Title: Title:
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 the Participating Dealer: When a Participating Dealer requests to
enter into a selling agreement, the Distributor will ask for name, address, and
other information that will allow it to identify the Participating Dealer. This
information will be verified to ensure the Participating Dealer's identity. The
Distributor is required by law to reject a request if the required identifying
information is not provided. In certain instances, the Distributor is required
to collect documents to fulfill its legal obligation. Documents provided in
connection with a Participating Dealer's application will be used solely to
establish and verify its identity, and the Distributor 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
[FUNDCOMPLEXFULLNAME]
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