Exhibit (h)(21)
BARCLAYS GLOBAL INVESTORS FUNDS
SEI INVESTMENTS DISTRIBUTION CO.
BANK AGENCY AGREEMENT
____________, 200_
Ladies and Gentlemen:
SEI Investments Distribution Co., a Pennsylvania corporation, serves as
distributor (the "Distributor") of Barclays Global Investors Funds (the
"Funds"), an open-end investment company registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"). The Funds offer
their Class R shares ("Shares") to the public in accordance with the terms and
conditions contained in the Funds' Prospectus. As used in this Agreement, the
term "Prospectus" means the applicable Fund's prospectus and related statement
of additional information, whether in paper format or electronic format,
included in the Fund's then currently effective registration statement (or
post-effective amendment thereto), and any information that the Distributor or
the Funds may issue to you as a supplement to such prospectus or statement of
additional information, all as filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). You ("Bank Agent") are a division or affiliate of a bank
(the "Bank") and desire to make Shares available to your customers
("Customers") on the following terms:
1. Bank Agency; Services. You are hereby designated a Bank Agent and as
such are authorized (i) to accept orders for the purchase of Shares of the
Funds as noted on Schedule I and to transmit to the Funds such orders and the
payment made therefor, (ii) to accept orders for the redemption of Shares and
to transmit to the Funds such orders and all additional material, including any
certificates for Shares, as may be required to complete the redemption, and
(iii) to assist shareholders with the foregoing and other matters relating to
their investments in the Funds, subject to the terms and conditions set forth
in the Prospectus and applicable provisions of the Investment Company Act,
including Rule 22c-1 thereunder.
In performing the services described in this Agreement you will provide
such office space and equipment, telephone facilities and personnel (which may
be any part of the space, equipment and facilities currently used by your
business or any personnel employed by you) as may be reasonably necessary or
beneficial to provide such services.
Your Customers may be certain employee benefit plans ("Plans") for which
you may provide administrative services comprised of recordkeeping, trustee,
reporting, processing and transfer agency services, as well as services related
to the investment of plan assets in Funds specified by a Plan representative,
generally upon the direction of Plan participants.
You agree to make Shares available to your Customers only at the
applicable public offering price in accordance with the Prospectus. If your
Customer qualifies for a reduced sales charge pursuant to a special purchase
plan (for example, a quantity discount, letter of intent, or right of
accumulation) as described in the Prospectus, you agree to make Shares
available to your Customer at the applicable reduced sales charge.
You agree that if you hold Shares in an omnibus account for two or more
Customers, you will be responsible for determining, in accordance with the
Prospectus, whether, and the extent to which, a contingent deferred sales
charge, redemption fee or similar fee is applicable to a purchase or redemption
of Shares from such a Customer, and you agree to transmit immediately to the
applicable Fund any contingent deferred sales charge, redemption fee or similar
fee to which such purchase was subject. You hereby represent that if you hold
Shares subject to a contingent deferred sales charge, redemption fee or similar
fee, you have the capability to track and account for such charge or fees. You
further agree to otherwise administer and maintain the omnibus account so that
the terms and conditions of the Prospectus, including those set forth above,
apply to each Customer, subject to such procedures, if any, that the
Distributor may from time to time issue to you. The Funds reserve the right, at
their discretion, to verify your compliance with the terms and conditions of
the Prospectus by inspecting your tracking and accounting system or otherwise.
You are to review each Share purchase or redemption order submitted to the
Funds through you or with your assistance for completeness and accuracy.
You agree to order Shares only to cover purchase orders that you have
already received from your Customers. You will not withhold placing Customers'
orders so as to profit yourself as a result of such withholding (for example,
by a change in a Fund's net asset value from that used in determining the
offering price to your Customers) or place orders for Shares in amounts just
below the point at which sales charges are reduced so at to benefit from a
higher sales charge applicable to an amount below a breakpoint. You further
agree that you will place orders immediately upon their receipt and will not
withhold any order so as to profit therefrom. You represent that any order,
instruction and/or related information transmitted to the Funds by you for the
purchase, redemption or exchange of Shares has been authorized by your
Customers.
You further agree that you will undertake from time to time certain
shareholder communication activities as necessary or appropriate for your
Customers who have purchased Shares. You may perform these duties yourself or
subcontract them to a third party of your choice. These shareholder
communication activities may include one or more of the following services:
(i) responding to Customer inquiries relating to the services performed by you;
(ii) responding to routine inquiries from Customers concerning their
investments in Shares; and (iii) providing such other similar services as may
be reasonably requested by the Distributor to the extent you are permitted to
do so under applicable statutes, rules and regulations.
In addition, you agree to perform one or more of the following
administrative services as necessary or appropriate for your Customers and the
Funds: (i) establishing and maintaining accounts and records relating to
Customers that invest in Shares, including taxpayer identification numbers;
(ii) processing dividend and distribution payments from the Funds on behalf of
Customers; (iii) providing information periodically to Customers showing their
positions in Shares; (iv) forwarding sales literature and advertising provided
by the Distributor or the Funds; (v) arranging for bank wires; (vi) providing
subaccounting with respect to Shares owned of record or beneficially by
Customers or providing the information to the Funds necessary for
subaccounting; (vii) 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;
(viii) assisting in processing
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purchase, exchange and redemption requests from Customers and in placing such
orders with the Funds' service contractors; and (ix) assisting Customers in
changing dividend options, account designations and addresses.
Finally, you specifically agree to:
(i) if you are a broker-dealer, provide monthly sales and asset level
statistics for each Fund sorted by state, branch and broker;
(ii) if you are a broker-dealer, provide professional research coverage
for the Funds;
(iii) disseminate the Funds' Prospectuses and such other educational or
marketing materials as may be agreed to by the parties from time to time;
(iv) if you are a broker-dealer, provide the Funds' marketing
representatives with reasonable access to your offices and branches so as to
allow such representatives to provide educational services with respect to the
Funds; and
(v) provide such other services analogous to the foregoing as you
customarily provide to your Customers with respect to holdings of shares of
open-end investment companies or as the Distributor or the Funds may reasonably
request to the extent you are permitted to do so under applicable statutes,
rules and regulations.
In performing the services described in this Agreement, you will provide
such office space and equipment, telephone facilities and personnel (which may
be any part of the space, equipment and facilities currently used by your
business or any personnel employed by you) as may be reasonably necessary or
beneficial to provide such services.
2. Agreement to Provide Shareholder Information.
a. As instructed by you, the Fund's transfer agent will open accounts on
the Fund's books and records (each, an "account") in order to process Share
purchase and redemption requests for you and your "Shareholders" (as that term
is defined below). You agree to provide the Fund, or its designee, upon written
request, the taxpayer identification number ("TIN"), if known, of any or all
Shareholders; the name or other identifier of any investment professionals
associated with the Shareholders or account (if known); and the amount, date,
and transaction type (purchase, redemption, transfer, or exchange) of every
purchase, redemption, transfer, or exchange of Shares held through an account
during the period covered by the request. Notwithstanding the foregoing, you
are not required to provide any information under this Section until the SEC
designated Rule 22c-2 compliance date (currently established as October 16,
2006 in SEC Release No. IC-26728).
b. You agree to transmit the requested information that is on your books
and records to the Fund, or its designee, promptly, but in any event not later
than five (5) business days, after receipt of a request. If the requested
information is not on your books and records, you agree to use best efforts to:
(i) promptly obtain and transmit the requested information; or (ii) obtain
assurances from the accountholder that the requested information will be
provided directly to the Fund promptly. In such instance, you agree to inform
the Fund whether you plan to perform (i)
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or (ii). Responses required by this paragraph must be communicated in writing,
which writing may be an electronic or a facsimile transmission, and in a format
mutually agreed upon by the parties. To the extent practicable, the format for
any transaction information provided to the Fund, or its designee, should be
consistent with the NSCC Standardized Data Reporting Format.
c. All requests from the Fund will set forth a specific period for which
transaction information is sought, which period may include each trading day.
The Fund, or its designee, may request transaction information as 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. The
Fund will not use the information received for marketing or any other similar
purpose without your prior written consent.
d. You agree to execute written instructions from the Fund, or its
designee, to restrict or prohibit further purchases or exchanges of Shares by
any Shareholder specifically identified by the Fund or its designee. Such
instruction can be for any reason deemed appropriate by the Fund or its
designee, including for a Shareholder that has been identified as having
engaged in transactions of the Fund's Shares (directly or indirectly through
your 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 you instructions,
the Fund, or its designee, will include the TIN, if known, and the specific
restriction(s) to be executed. If the TIN is not known, the instructions will
include an equivalent identifying number of the Shareholder(s) or account(s) or
other agreed upon information. You agree to execute instructions as soon as
reasonably practicable, but not later than five (5) business days after you
receive the instructions and you must provide written confirmation to the Fund,
or its designee, that instructions have been executed. You agree to provide
confirmation as soon as reasonably practicable, but not later than ten
(10) business days after the instructions have been executed.
e. For purposes of this Section, the term "Shareholder" means: (i) a
beneficial owner of Shares, whether the Shares are held directly or by you in
nominee name; (ii) an employee benefit, retirement or other plan participant
notwithstanding that the plan may be deemed to be the beneficial owner of
Shares; or (iii) a holder of interests in a variable annuity or variable life
insurance contract issued by you.
3. Anti-Money Laundering. You represent and warrant that you are in
compliance and will continue to be in compliance with all applicable anti-money
laundering laws and regulations, including the Bank Secrecy Act ("BSA") and
applicable guidance issued by the SEC and the guidance and rules of National
Association of Securities Dealers, Inc. (the "NASD").
You represent and warrant that you have in place an anti-money laundering
program that complies with the law in jurisdictions in which Shares are
distributed, including applicable provisions of the BSA, the USA Patriot Act of
2001 and programs administered by the U.S. Department of the Treasury's Office
of Foreign Assets Control.
You agree to take all reasonable steps to determine (i) the true identity
of your customers, (ii) the source of your customers' funds and (iii) that your
customers are not involved in money
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laundering activities. You further agree to comply with any other "know your
customer" requirements under applicable law; and to monitor your customers'
transactions in order to detect attempted or actual money laundering involving
Shares. You further agree to notify the Distributor of any suspicious activity
relating to transactions involving Shares.
Upon our reasonable request, you agree to promptly provide the Distributor
and/or federal examiners with documentation relating to your anti-money
laundering policies and process.
4. Execution of Orders. All orders for the purchase of any Shares shall be
executed at the then current public offering price per Share (i.e., the net
asset value per Share plus the applicable sales load, if any) and all orders
for the redemption or exchange of any Shares shall be executed at the net asset
value per Share, plus any applicable redemption charge, or exchange fee, in
each case as described in the Prospectus. The Funds and the Distributor reserve
the right to reject any purchase request at their sole discretion. In this
regard, you shall ensure that any orders submitted by you to any Fund for a
particular trade date have been received by you 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 Investment
Company Act, including Rule 22c-1 thereunder. In the event an order is received
after such cut-off time, you shall ensure that such order is submitted in such
a manner so that the order is priced in accordance with the Fund's Prospectus
and applicable provisions of the Investment Company Act, including Rule 22c-1
thereunder.
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 such written
instructions as may be agreed to by the parties 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 is not in good order, or if an order for purchase, redemption, exchange,
transfer or registration of Shares is changed or altered, the Funds and the
Distributor reserve the right, without notice, to cancel the sale, redemption,
exchange, transfer or registration and to hold you responsible for any loss
sustained as a result thereof. The Funds or the Distributor may, without
notice, suspend sales or withdraw the offering of Shares, or make a limited
offering of Shares. You represent and warrant that you have procedures in place
reasonably designed to ensure that orders received by you are handled in a
manner consistent with the Funds' Prospectus and applicable provisions of the
Investment Company Act, including Rule 22c-1 thereunder. In addition, you agree
that you will not enter into any arrangement to facilitate trading of Shares in
a manner inconsistent with the Funds' Prospectus or applicable law.
5. Limitation of Authority. No person is authorized to make any
representations concerning the Funds or the Shares except those contained in
the Prospectus and in such printed information as the Distributor may
subsequently prepare. No person is authorized to distribute any sales material
relating to the Funds without the prior written approval of the Distributor.
You may not distribute or make available to investors any information that the
Distributor furnishes you marked "FOR DEALER USE ONLY" or that otherwise
indicates that it is confidential or not intended to be distributed to
investors.
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6. Compensation. As compensation for the services provided hereunder, you
may retain any sales charge paid by your Customer pursuant to the Prospectus
unless the payment of any such sales charge by your Customer has been waived by
the applicable Fund for any reason. The Distributor may also pay you
compensation for the services provided hereunder, in the amounts and at the
times as the Distributor may determine from time to time with respect to the
average daily net asset value of the Shares owned of record or beneficially by
your Customers.
Payments to you for performing shareholder and administrative services are
made in consideration of such services to shareholders of the applicable Funds,
and you hereby represent by your acceptance of such payments that you are
providing such services. Your provision of these services is not on behalf of
the Funds or the Distributor, and you agree that neither the Funds nor the
Distributor is responsible for the manner of your performance of or for any of
your acts or omissions in connection with such services.
Payments by the Distributor will be computed and paid in accordance with
the applicable distribution plans adopted by the Funds (pursuant to Rule 12b-1
under the Investment Company Act), as they may be amended from time to time.
You acknowledge that any compensation to be paid to you by the Distributor
shall be paid from proceeds paid to the Distributor by the Fund pursuant to
such distribution plans, and to the extent the Distributor does not receive
such proceeds for any reason, the amounts payable to you will be reduced
accordingly. Payments made in accordance with a distribution plan may be made
for only so long as the distribution plan remains in effect. The Distributor or
the Funds may change or discontinue any schedule of payments for services
provided hereunder or issue a new schedule upon written notice to you. The
current schedule of payments made for services provided hereunder is attached
as Schedule I.
In determining the amount payable to you hereunder, the Distributor
reserves the right to exclude payment for any services that the Distributor
reasonably determines have not been provided in accordance with the provisions
of the Prospectus and this Agreement.
In the event that you are acting in a fiduciary capacity on behalf of any
of your Customers to whom you are making Shares available, you represent that
you have reviewed with competent legal counsel the receipt of compensation of
the type described herein and that you have been advised by such counsel that
receipt of such compensation by you is permissible under applicable law.
7. Delivery of Prospectuses. You agree to comply, to the extent required
by applicable statutes, rules and regulations, with the provisions contained in
the Securities Act governing the delivery of a Prospectus to any person to whom
you make Shares available. You further agree to deliver, upon Distributor's
request, copies of any amended Prospectus to persons whose Shares you are
holding as record owner. You further agree to forward, if required by law,
shareholder communications from the Fund (such as proxies, shareholder reports,
annual and semi-annual financial statements and dividend, distribution and tax
notices) to Customers.
8. Qualification to Act. Each party to this Agreement represents to the
other party that it is either (a) a registered broker-dealer under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or (b) a
"bank" as defined in Section 3(a)(6) of the Exchange Act
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that is not required to register as a broker-dealer under the Exchange Act.
Each party further represents to the other party that it has been duly
authorized to enter into this Agreement and to perform its obligations
hereunder.
If the party is a registered broker-dealer, such party represents that it
is qualified to act as a broker-dealer in the states where it transacts
business, and it is a member in good standing of the National Association of
Securities Dealers, Inc. ("NASD"). It agrees to maintain its broker/dealer
registration and qualifications and its NASD membership in good standing
throughout the term of this Agreement. . This Agreement will terminate
automatically without notice in the event that either party's NASD membership
is terminated or suspended. You agree to notify the Distributor in writing of
any such action or event that shall cause termination of this Agreement.
You agree that each partner, director, officer, employee or agent of yours
who will participate or otherwise be involved in the offer or sale of the
shares of the Fund or the performance by you of your duties and activities
under this Agreement is either appropriately licensed or exempt from such
licensing requirements by the appropriate regulatory agency of each state or
other jurisdiction in which you offer and sell Shares of the Fund.
If you are a "bank", you agree to comply with all applicable federal and
state laws, including the rules and regulations of all applicable federal and
state bank regulatory agencies and authorities. This Agreement will terminate
automatically without notice in the event that you cease to be a "bank" as
defined in Section 3(a)(6) of the Exchange Act or in the event that you become
subject to broker/dealer registration requirements under the Exchange Act and
fail to be so registered.
You agree that in performing the services under this Agreement, you at all
times will comply with the Conduct Rules of the NASD, particularly Conduct Rule
2830, and any other regulations or guidelines issued by the NASD. Without
limiting the generality of the foregoing, you agree, to the extent required by
applicable law and your applicable federal or state regulator, to provide your
Customers a written notice regarding the availability of the NASD 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 NASD Regulation web site address; and (iii) a
statement as to the availability to your Customers of an investor brochure from
the NASD that includes information describing the Public Disclosure Program.
You agree that you are responsible for knowing the provisions and policies
of the Fund related to breakpoints, if any, and for applying those provisions
and policies to the sale of shares to Customers. Moreover, you agree that you
will not combine customer orders to reach breakpoints in commissions or for any
other purposes whatsoever unless authorized by the then current Prospectus or
by the Distributor in writing. Finally, you agree to maintain policies and
procedures, including supervisory procedures, reasonably designed to ensure
that customers are apprised of, and receive, breakpoint opportunities. You
agree to provide the Distributor, upon reasonable request, with a copy of such
policies and procedures and such other documentation that will allow us to
satisfy the Distributor supervisory and/or compliance obligations under the
applicable laws, rules and regulations of the NASD and the SEC.
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You agree to be bound by and to comply with all applicable federal and
state laws and rules and regulations promulgated thereunder generally affecting
the sale or distribution of mutual fund shares or classes of such shares.
You represent and warrant that you have been duly authorized by proper
corporate action to enter into this Agreement and to perform your obligations
hereunder, evidence of which corporate action shall be properly maintained and
made part of your corporate records.
9. Blue Sky. The Funds have registered an indefinite number of Shares
under the Securities Act. The Funds intend to register or qualify in certain
states where registration or qualification is required. We will inform you as
to the states or other jurisdictions in which the Shares have been qualified
for sale under, or are exempt from the requirements of, the respective
securities laws of such states. You agree that you will offer Shares to your
Customers only in those states where such Shares have been registered,
qualified, or an exemption is available. We assume no responsibility or
obligation as to your right to sell Shares in any jurisdiction. We will file
with the Department of State in New York a State Notice and a Further State
Notice with respect to the Shares, if necessary.
10. Authority of Funds and Bank Agent. The Funds shall have full authority
to take such action, as they deem advisable in respect of all matters
pertaining to the offering of Shares, including the right not to accept any
order for the purchase of Shares.
You shall be deemed an independent contractor and nothing in this
Agreement shall cause you to be a partner or agent of the Distributor, or an
agent of the Funds, and you shall have no authority to act for or represent
either the Distributor or the Funds. Neither the Distributor nor any Fund shall
be liable for any of your acts or obligations as an agent (for your Customers)
under this Agreement. You will not act as "underwriter" or "distributor" of
shares, as those terms are used in the Investment Company Act, the Securities
Act, and the rules and regulations promulgated thereunder.
11. Recordkeeping. You will (i) maintain all records required by law to be
kept by you relating to transactions in Shares and, upon request by the Funds,
promptly make such records available to the Funds as the Funds may reasonably
request in connection with their operations and (ii) promptly notify the Funds
if you experience any difficulty in maintaining the records described in the
foregoing clauses in an accurate and complete manner. If you hold Shares as a
record owner for your Customers, you will be responsible for maintaining all
necessary books and Customer account records which reflect their beneficial
ownership of Shares, which records shall specifically reflect that you are
holding Shares as agent, custodian or nominee for your Customers.
12. Liability. The Distributor shall be under no liability to you
hereunder except for its failure to exercise good faith in discharging the
obligations expressly assumed by it hereunder. In carrying out your
obligations, you agree to act in good faith and without negligence. By your
acceptance of this Agreement, you agree to and do release, indemnify and hold
harmless the Distributor and the Funds and their respective successors and
assigns, each of their respective officers and directors, and each person who
controls either the Distributor or the Funds within the meaning of Section 15
of the Securities Act against any loss, liability, claim,
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damages or expense (including reasonable attorneys' fees and expenses) arising
by reason of (i) any direct or indirect actions or inactions of or by you or
your officers, employees or agents regarding your responsibilities hereunder
for the purchase, redemption, transfer or registration of Shares (or orders
relating to the same) by or on behalf of your Customers including violations of
the terms and conditions of the Prospectus or applicable provisions of the
Investment Company Act, including Rule 22c-1 thereunder, with respect to such
orders or (ii) any breach of this Agreement by you or your successors. Nothing
contained in this Agreement is intended to operate as a waiver by the
Distributor or you of compliance with any applicable provision of the
Investment Company Act, the Securities Act, the Exchange Act, the Investment
Advisors Act of 1940, as amended, or the rules and regulations promulgated by
the SEC thereunder.
The Distributor shall indemnify and hold you and your affiliates,
officers, directors, employees, agents, successors and assigns, and controlling
persons harmless from and against any and all loss, claim, damage, liability
and expense (including without limitation reasonable attorneys' fees), as
incurred, arising out of or in connection with any untrue statements or
omissions, made in the Funds' Prospectuses (including the Statement of
Additional Information) or any amendment or supplement thereto.
13. Privacy. You represent that you have adopted and implemented
procedures to safeguard customer information and records that are reasonably
designed to: (i) ensure the security and confidentiality of customer records
and information; (ii) protect against any anticipated threats or hazards to the
security or integrity of customer records and information; (iii) protect
against unauthorized access to or use of customer records or information that
could result in substantial harm or inconvenience to any customer; (iv) protect
against unauthorized disclosure of non-public information to unaffiliated third
parties; and (v) otherwise ensure that you are in compliance with Regulation
S-P.
14. Amendment. The Distributor may amend this Agreement at any time by ten
(10) days' advance written notice to you, which amendment shall be effective on
the day following this notice period. The first order placed by you subsequent
to the close of such notice period shall be deemed as your acceptance of such
amendment.
15. Termination. This Agreement may be terminated by either party, without
penalty, upon ten (10) days' notice to the other party and shall automatically
terminate in the event of its assignment (as defined in the Investment Company
Act). This Agreement shall also terminate at any time without penalty in the
event the Funds terminate the Distribution Agreement between the Funds and the
Distributor.
You agree to notify us promptly and to immediately suspend making Shares
available to your Customers in the event that (i) an application for a
protective decree under the provisions of the Securities Investor Protection
Act of 1970 is filed against you; (ii) you file a petition in bankruptcy or a
petition seeking similar relief under any bankruptcy, insolvency, or similar
law, or a proceeding is commenced against you seeking such relief; (iii) you
are found by the SEC, the NASD, or any other federal or state regulatory agency
or authority to have materially violated any applicable federal or state law,
rule or regulation arising out of your activities as a bank or broker/dealer;
(iv) you are found by the SEC, the NASD, or any other federal or state
regulatory agency or authority to have violated any applicable federal or state
law, rule or
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regulation in connection with this Agreement; or (v) you cease to be a member
in good standing of the NASD or you cease to be a "bank" as defined in
Section 3(a)(6) of the Exchange Act, as applicable. This Agreement will
terminate effective immediately upon the occurrence of any such event; provided
that your obligation to notify us shall survive such termination.
16. Nature of Agreement. You acknowledge and agree that this Agreement has
been entered into pursuant to Rule 12b-1 under the Investment Company Act, and
is subject to the provisions of said Rule (as it may be amended from time to
time), as well as any other applicable rules promulgated by the SEC
17. Communications. All notices required or permitted to be given under
this Agreement shall be given in writing and delivered by personal delivery, by
postage prepaid mail, or by facsimile machine or a similar means of same day
delivery (with a confirming copy by mail). All notices to the Distributor
should be given or sent to SEI Investments Distribution Co., Xxx Xxxxxxx Xxxxxx
Xxxxx, Xxxx, Xxxxxxxxxxxx 00000, Attention: Compliance Officer. Any notice to
you shall be given or sent to you at the address specified by you below.
18. Severability; Governing Law. If any provision of this Agreement shall
be held or made invalid by a decision in a judicial or administrative
proceeding, statute, rule or otherwise, the enforceability of the remainder of
this Agreement will not be impaired thereby. This Agreement shall be governed
by the laws of the Commonwealth of Pennsylvania.
19. Investigations and Proceedings. The parties to this Agreement agree to
cooperate fully in any securities regulatory investigation or proceeding or
judicial proceeding with respect to each party's activity under this Agreement
and promptly notify the other party of any such investigation or proceeding.
20. Survival. The representations, warranties, covenants and agreements of
the undersigned contained in this Agreement, including, without limitation, the
indemnity agreement contained in Section 12 hereof, shall survive any
termination of this Agreement.
21. Captions. All captions used in this Agreement are for convenience
only, are not a part hereof, and are not to be used in construing or
interpreting any aspect hereof.
22. Entire Agreement. This Agreement contains the entire understanding of
the parties hereto with respect to the subject matter contained herein and
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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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Distributor both copies of this
agreement.
SEI INVESTMENTS DISTRIBUTION CO.
By:
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Name:
Title:
Confirmed and accepted:
Firm Name:
(please provide full legal name)
By:
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(Authorized Signature)
Name:
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Title:
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Date:
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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 you: When you request to enter into a selling agreement, we will
ask your name, address, and other information that will allow us to identify
you. This information will be verified to ensure your identity. The Distributor
is required by law to reject your 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 your application will be used solely to establish and verify
your 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. This information is being solicited in order for the Distributor
and the Funds to comply with applicable anti-money laundering laws and
regulations. Failure to complete the following will delay, and possibly
prevent, the Distributor from processing this Agreement.
Firm's CRD Number:
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Firm's Principal Address:
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Firm's Primary Telephone Number:
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SCHEDULE 1
BARCLAYS GLOBAL INVESTORS FUNDS
Annual
12b-1 Fee Rate
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LifePath Retirement Portfolio Class R 0.25%
LifePath 2010 Portfolio Class R 0.25%
LifePath 2020 Portfolio Class R 0.25%
LifePath 2030 Portfolio Class R 0.25%
LifePath 2040 Portfolio Class R 0.25%
Approved by the Board of Trustees of Barclays Global Investors Funds on March
15, 2007.
