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 closed-end
management investment companies set forth in Schedule A, attached hereto and
incorporated herein, each of which is a [state of organization] [type of
organization] registered under the Investment Company Act of 1940, as amended
(each, a "Fund" and collectively, the "Funds").
WHEREAS, each Fund offers its 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 repurchase of Shares (together, the "ORDERS"),
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 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.
1.10 "FINRA" shall have the meaning given to such term in Section 4 of
this Agreement.
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1.11 "Fund" shall have the meaning given to such term in the preamble of
this Agreement.
1.12 "OFAC" shall have the meaning given to such term in Section 4 of this
Agreement.
1.13 "Participating Dealer" means the participating dealer identified on
the signature page of this Agreement.
1.14 "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.
1.15 "Qualified Investor" shall mean a qualified client as defined in Rule
205-3 of the Investment Advisers Act of 1940, as amended.
1.16 "SAI" means the then current statement of additional information 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 repuchase of Shares of a Fund and to transmit to the
applicable Fund such orders and all additional material, as may be
required to complete such repurchase; 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 any applicable
provisions of the Securities Act, Exchange Act, 1940 Act and
applicable rules promulgated thereunder, including Rule 22c-1 of the
1940 Act. The Participating Dealer agrees to review each Share Order
it accepts for completeness, accuracy and Qualified Investor status
(as further described in Section 3 below).
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
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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; (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 Order 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.
2.04 As Participating Dealer, you shall have no obligation to purchase or
sell or to solicit the purchase or repurchase of Shares of any Fund.
You or your agents will discuss with each Customer the Customer's
overall investment needs and will assist the Customer in evaluating
what portion of the Customer's assets is suitable for investment in
Shares of the respective Funds, and you shall remain solely
responsible for all suitability determinations made in regard to the
Customer's investment in Shares.
SECTION 3 QUALIFIED INVESTORS
3.01 Participating Dealer will only: i) solicit offers to purchase Shares
from persons who certify that they qualify as a Qualified Investor;
and (ii) allow investors, who the Participating Dealer has determined,
after reasonable inquiry and completion of a subscription agreement by
the investor, to be a Qualified Investor to invest in any Fund through
the Participating Dealer.
3.02 Participating Dealer represents that: (i) it has implemented
procedures designed to enable it to form a reasonable belief that a
prospective investor is a Qualified Investor; (ii) it will keep
records (and make them available to the Distributor promptly upon
request) of the information it relied on in concluding that a
prospective investor in a Fund is a Qualified Investor; and (iii) it
will cooperate with the SEC or other applicable regulatory entity in
the event of any audit or examination of the Qualified Investor status
of its clients with respect to Shares.
3.03 Participating Dealer understands that Shares will be subject to
transfer restrictions that permit transfers only to persons who are
Qualified Investors. Participating Dealer agrees
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that: (i) it will not make any transfers of Shares to any of its
clients unless it believes that the client is a Qualified Investor;
(ii) it has implemented procedures designed to enable it to form a
reasonable belief that any transferee of Shares who is a client is a
Qualified Investor; (iii) it will only make transfers of Shares to an
account with a broker or dealer that has entered into a selling
agreement with the Distributor; and (iv) confirmations of any transfer
will include a statement regarding the transfer restrictions
applicable to the Shares.
3.04 Distributor is authorized to rely, without investigation, on any
representation, certification, averment or other statement made by the
Participating Dealers in connection with a purchase of Shares,
including (without limitation) with respect to whether the prospective
investor is a Qualified Investor.
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 REPURCHASES OF SHARES
5.01 Participating Dealer acknowledges and understands that Shares of the
Funds will not be listed for trading on any national securities
exchange and though the Funds intend to make periodic repurchases of a
portion of Fund Shares, the Shares should be considered to be illiquid
and not readily marketable. Any representation as to a repurchase
offer or a purchase offer by a Fund, other than that which is set
forth in its then current prospectus or the repurchase offer notice,
is expressly prohibited.
5.02 Participating Dealer shall comply with the procedures relating to the
Orders of Shares of a Fund as set forth in the Prospectus and SAI
relating to the Shares of such Fund, each as most recently amended or
supplemented. The Fund hereby designates and authorizes Participating
Dealer to receive Orders from Customers on the Fund's behalf,
including for purposes of Rule 23c-3 under the 1940 Act, and in
accordance with any other applicable rules and regulations.
Participating Dealer shall comply with the procedures for such Orders
as set forth in the Prospectus, SAI or any notification from the
Distributor or the Fund relating to a repurchase offer. The procedure
relating to the handling of Orders shall be subject to such further
instructions as Fund or its agent shall forward Participating Dealer
in writing from time to time.
5.03 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
("NAV") per Share plus the applicable sales load, if any) and all
orders for the repurchase of any Shares shall be executed at the NAV
per Share, less any early repurchase charge, in each case as described
in the
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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 deadline 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 deadline, 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.
5.04 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, transfer
or registration of Shares is changed or altered, the applicable Fund
and the Distributor reserve the right, without notice, to cancel the
Order, transfer or registration and to hold the Participating Dealer
responsible for any loss sustained as a result thereof.
5.05 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.
5.06 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, without limitation, when it has reason to
believe that a purchase of Shares would be unlawful).
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 any applicable distribution and/or
shareholder service plans adopted by the Funds (pursuant to Rule 12b-1 under the
1940 Act or otherwise), as they may be amended from time to time. The
Participating Dealer acknowledges that any compensation to be paid to it by the
Distributor shall be paid from proceeds paid to the Distributor by a Fund
pursuant to such distribution and/or shareholder service plans and, to the
extent the Distributor does not receive such proceeds for any reason, the
amounts payable to the Participating Dealer will be reduced accordingly. In
determining the amount payable to the Participating Dealer hereunder, the
Distributor reserves the right to exclude any sales that Distributor reasonably
determines have not been made in accordance with the provisions of the
Prospectus and/or this Agreement.
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SECTION 8 PROSPECTUS AND REPORTS
The Participating Dealer agrees to comply with the provisions contained in the
Securities Act governing the delivery of a Prospectus to any person to whom it
offers Shares. The Participating Dealer further agrees to deliver, upon
Distributor's request, copies of any amended Prospectus to Shareholders whose
Shares Participating Dealer is holding as record owner. Participating Dealer
further agrees to forward to Shareholders, if required by law, shareholder
communications from the Funds (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices).
SECTION 9 QUALIFICATION TO ACT
9.01 The Participating Dealer hereby represents that it is either (a) a
member in good standing of FINRA or (b) exempt under federal and state
securities laws from registration as a broker or dealer, and has been
duly authorized by proper corporate action to enter into this
Agreement and to perform its obligations hereunder, evidence of which
corporate action shall be properly maintained and made part of
Participating Dealer's corporate records.
9.02 If the Participating Dealer is a member of FINRA, its expulsion or
suspension from FINRA will automatically terminate this Agreement on
the effective date of such expulsion or suspension. If Participating
Dealer is exempt under federal and state securities laws from
registration as a broker or dealer, Participating Dealer represents
that it possesses the legal authority to perform the services
contemplated by this Agreement without violating applicable law, and
this Agreement shall automatically terminate in the event that
Participating Dealer no longer possesses such authority. Participating
Dealer agrees that it will not offer Shares to persons in any
jurisdiction in which it may not lawfully make such offer due to the
fact that it has not registered under, or is not exempt from, the
applicable registration or licensing requirements of such
jurisdiction. The Participating Dealer agrees to immediately notify
the Distributor in writing of any such action or event that shall
cause termination of this Agreement.
9.03 The Participating Dealer agrees that each partner, director, officer,
employee or agent of Participating Dealer who will participate or
otherwise be involved in the offer or sale of the Shares of the Funds
or the performance of duties and activities under this Agreement is
either appropriately licensed or exempt from such licensing
requirements by the appropriate regulatory agency of each state or
other jurisdiction in which Participating Dealer offers and sells
Shares of the Funds.
9.04 The Participating Dealer agrees that in performing the services under
this Agreement, it will at all times will comply with the Conduct
Rules of FINRA, particularly Conduct Rule 2830, and any other
regulations or guidelines issued by FINRA. Without limiting the
generality of the foregoing, Participating Dealer agrees to provide
its Customers a written notice regarding the availability of the FINRA
Regulation Public Disclosure Program no less than once every calendar
year pursuant to 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 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
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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 [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.
SECTION 11 AUTHORITY OF FUNDS AND PARTICIPATING DEALER
Each Fund shall have full authority to take such action, as it deems advisable
in respect of all matters pertaining to the offering of its Shares, including
the right not to accept any order for the purchase of Shares. The Participating
Dealer shall be deemed an independent contractor and not an agent of the Funds
for all purposes hereunder and shall have no authority to act for, bind or
represent the Funds. The Participating Dealer will not act as an "underwriter"
or "distributor" of Shares, as those terms are used in the 1940 Act and the
Securities Act.
SECTION 12 RECORDKEEPING
The Participating Dealer will (i) maintain all records required by law to be
kept by it relating to transactions in Shares and, upon request of a Fund,
promptly make such records as the Fund may reasonably request in connection
with its operations available to such Fund and (ii) promptly notify a Fund if
it experiences any difficulty in maintaining the records described in the
foregoing clauses in an accurate and complete manner. If the Participating
Dealer holds Shares as a record owner for its Customers, the Participating
Dealer will be responsible for maintaining all necessary books and Customer
account records which reflect their beneficial ownership of Shares, which
records shall specifically reflect that Participating Dealer is holding Shares
as agent, custodian or nominee for its Customers.
SECTION 13 LIABILITY
The Distributor shall be under no liability to the Participating Dealer
hereunder except for its failure to exercise good faith in discharging the
obligations expressly assumed by Distributor hereunder. In carrying out its
obligations, the Participating Dealer agrees to act in good faith and without
negligence. By acceptance of this Agreement, the Participating Dealer hereby
agrees to release, indemnify, defend and hold harmless the Distributor and each
Fund and their respective successors and assigns, each
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of their respective officers and directors, and each person who controls either
the Distributor or a Fund within the meaning of Section 15 of the Securities
Act, on an as-incurred basis, against any loss, liability, claim, damages or
expense (including reasonable attorneys' fees and expenses) arising by reason
of (i) any direct or indirect actions or inactions of or by the Participating
Dealer or its officers, employees or agents regarding the Participating
Dealer's responsibilities hereunder for Orders for 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 Communications. All communications to the Distributor should be sent
to SEI Investments Distribution Co., Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx,
Xxxxxxxxxxxx 00000, Attention: Chief Compliance Officer. Any notice to
the Participating Dealer shall be duly given if mailed or telegraphed
to the Participating Dealer at the address specified below.
14.05 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.
14.06 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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14.07 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.
14.08 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.
14.09 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.
14.10 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.
13.12 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument. This Agreement
shall be deemed executed by each party when any one or more
counterparts hereof or thereof, individually or taken together, bears
the original, facsimile or scanned signatures of each 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.
______________________
[Participating Dealer] SEI INVESTMENTS DISTRIBUTION CO.
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
FUND SHARE CLASS
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