TD ASSET MANAGEMENT USA FUNDS INC. 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:
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SECTION
1
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DEFINITIONS
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1.01
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“1940
Act” means the
Investment Company Act of 1940 together with any rules promulgated
thereunder, as each may be amended from time to
time.
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1.02
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“Account” shall
have the meaning set forth in Section 3.01 of
this Agreement.
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1.03
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“Agreement”
shall have the meaning given to such term in the preamble of this
Agreement.
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1.04
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“AML Program”
shall have the meaning given to such term in Section 4 of
this Agreement.
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1.05
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“Customer” shall
have the meaning given to such term in Section 2.02 of
this Agreement.
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1.06
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“Distributor”
shall have the meaning given to such term in the preamble of this
Agreement.
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1.07
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“Effective Date”
shall have the meaning given to such term in the preamble of this
Agreement.
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1.08
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“Exchange Act”
means the Securities Exchange Act of 1934 together with any rules
promulgated thereunder, as each may be amended from time to
time.
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1.09
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“FinCEN” shall
have the meaning given to such term in Section 4 of
this Agreement.
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1.10
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“FINRA” shall
have the meaning given to such term in Section 4 of
this Agreement.
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1.11
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“Fund” shall
have the meaning given to such term in the preamble of this
Agreement.
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1.12
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“GII” shall have
the meaning set forth in Section 3.01 of
this Agreement.
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1.13
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“ITIN” shall
have the meaning set forth in Section 3.01 of
this Agreement.
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1.14
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“OFAC” shall
have the meaning given to such term in Section 4 of
this Agreement.
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1.15
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“Participating
Dealer” means the participating dealer identified on the signature
page of this Agreement.
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1.16
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“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.
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1.17
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“SEC” means the
U.S. Securities and Exchange Commission or any successor agency granted
regulatory authority over the activities contemplated in this
Agreement.
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1.18
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“Securities Act”
means the Securities Act of 1933 together with any rules promulgated
thereunder, as each may be amended from time to
time.
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1.19
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“Shares” shall
have the meaning given to such term in the preamble of this
Agreement.
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1.20
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“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.
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1.21
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“Shareholder
Services” shall have the meaning set forth in Section 2.02 of
this Agreement.
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1.22
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“TIN” shall have
the meaning set forth in Section 3.01 of
this Agreement.
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SECTION
2
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PARTICIPATING
DEALER
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2.01
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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.
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2.02
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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 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 in connection with transactions
by Customers in Shares; (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.
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2.03
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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.
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SECTION
3
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AGREEMENT
TO PROVIDE SHAREHOLDER INFORMATION
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3.01
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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 Customers who are Shareholders; the name or other identifier
of any investment professional associated with such Shareholders or their
Accounts; 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. A Fund may request this information at any
time. The Participating Dealer further agrees to provide within
ten (10) business days of each calendar quarter-end and more frequently
upon reasonable request from a Fund, a list of all Customers that own 5%
or more of a Fund’s Shares, and with respect to each class of Shares of
each Fund, (i) the total number of Customers that own Shares; (ii) the
average Customer account value; and (iii) a list of the ten
Customers with the highest percentage of Share ownership and their
respective percentage of ownership. You also agree to use
reasonable best efforts to provide a Fund, or its designee, with advance
notice of any net redemption or exchange order of Shares of such Fund that
you intend to transmit to the Fund that exceeds 50% of the value of all
Shares of such Fund owned by Customers in the aggregate,
promptly upon becoming aware that such net redemption or exchange order is
likely to be placed.
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3.02
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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
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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
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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.
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SECTION
4
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ANTI-MONEY
LAUNDERING
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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.
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SECTION
5
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EXECUTION
OF ORDERS FOR PURCHASES AND REDEMPTIONS OF
SHARES
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5.01
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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
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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.
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5.03
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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.
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5.04
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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.
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5.05
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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.
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SECTION
6
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LIMITATION
OF AUTHORITY
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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.
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SECTION
7
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COMPENSATION
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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
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PROSPECTUS
AND
REPORTS
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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).
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SECTION
9
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QUALIFICATION
TO
ACT
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9.01
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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.
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9.02
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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.
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| 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.
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9.04
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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 insofar as such rules and regulations and
guidelines are applicable to the Participating Dealer and the transctions
at issue. 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,
insofar as such rule is applicable to the Participating Dealer and the
transactions at issue. 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.
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9.05
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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 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.
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9.06
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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.
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SECTION
10
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BLUE
SKY
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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.
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SECTION
11
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AUTHORITY
OF FUNDS AND PARTICIPATING
DEALER
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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.
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SECTION
12
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RECORDKEEPING
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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
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LIABILITY
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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.
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SECTION
14
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MISCELLANEOUS
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14.01
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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 Participating Dealer
is 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.
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14.02
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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.
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14.03
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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.
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|
| 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.
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14.05
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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.
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|
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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.
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| 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.
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|
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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.
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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.
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| 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.
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(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.
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_____________________________________
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SEI
INVESTMENTS DISTRIBUTION CO.
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|
|
[Participating
Dealer]
By:
Name:
Title:
|
By:
Name:
Title:
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To help the
government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify, and record
information that identifies each person who opens an account. What this means to
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.
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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):
_____________
|
|
SCHEDULE
A
|
