SUB-DISTRIBUTION AND SERVICING AGREEMENT
THIS SUB-DISTRIBUTION AND SERVICING AGREEMENT (this "AGREEMENT") is made this
___ day of ____________, 2013, ("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 comprised of one or more series,
each of which is an open end investment company registered under the 1940
Act (as defined below). As the context requires from time to time, the term
"FUND" may also refer to any sub-fund, series or class of any such Fund.
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.
WHEREAS, notwithstanding the foregoing, the Distributor will always retain the
sole right to choose which Funds it shall make available to the
Participating Dealer for the acceptance of orders for the purchase or
redemption of Shares pursuant to the Agreement as the Distributor may
notify you from time to time.
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.
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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.
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;
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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 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.
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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.
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
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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.
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
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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.
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 FINRA Rule 2267.
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
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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 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.
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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
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,
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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.
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
ADVISORS INNER CIRCLE FUND
ADVISORS INNER CIRCLE FUND II
11
