THE JAPAN FUND
SEI INVESTMENTS DISTRIBUTION CO.
SUB-DISTRIBUTION AND SERVICING AGREEMENT
___________, 20___
Ladies and Gentlemen:
SEI Investments Distribution Co., a Pennsylvania corporation, serves as
distributor (the "Distributor") of THE JAPAN FUND (the "Fund"), an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The Fund offers its shares ("Shares") to
the public in accordance with the terms and conditions contained in the Fund's
Prospectus. The term "Prospectus" used herein refers to all of the prospectus on
file with the Securities and Exchange Commission ("SEC"), which is part of the
Fund's registration statement under the Securities Act of 1933 (the "Securities
Act"). In connection with the foregoing you may serve as a participating dealer
for the Fund ("Participating Dealer") and, therefore, accept orders for the
purchase or redemption of Shares, respond to shareholder inquiries and perform
other related functions subject to the following terms and conditions:
1. PARTICIPATING DEALER.
a. You are hereby designated a Participating Dealer and as such are
authorized (i) to accept orders for the purchase of RETAIL CLASS Shares of the
Fund and to transmit to the Fund such orders and the payment made therefor; (ii)
to accept orders for the redemption or exchange of Shares and to transmit to the
Fund 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 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
Investment Company Act, including Rule 22c-1 thereunder. You are to review each
Share purchase or redemption order submitted through you or with your assistance
for completeness and accuracy.
b. You agree that, if requested by the Distributor, you will undertake
from time to time certain shareholder communication activities ("shareholder
services") as requested by the Distributor, for your customers ("Customers") who
have purchased Shares. You may perform these duties yourself or subcontract them
to a third party of your choice. These 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 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, 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 Fund on behalf of
Customers; (iii) providing information periodically to Customers showing their
positions in Shares and forwarding sales literature and advertising provided by
the Distributor; (iv) arranging for bank wires; (v) providing subaccounting with
respect to Shares owned of record or beneficially by Customers or providing the
information to the Fund necessary for subaccounting; (vi) if required by law,
forwarding shareholder communications from the Fund (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.
c. 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. ANTI-MONEY LAUNDERING.
a. 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").
b. 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.
c. 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 laundering or terrorist financing
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 us of any suspicious activity relating to transactions
involving Shares.
d. Upon our reasonable request, you agree to promptly provide us with
documentation relating to your anti-money laundering policies, procedures and
process.
3. EXECUTION OF ORDERS FOR PURCHASES AND REDEMPTIONS OF SHARES.
a. 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. In this regard, you shall ensure that any orders
submitted by you to the any Fund for a particular trade date have been received
to 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.
b. 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 you 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 Fund 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.
c. 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 Fund's 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 Fund's Prospectus or applicable law.
d. You agree to comply with and, with respect to your Customers,
enforce the Fund's policy on market timing, as described in the Prospectus or as
otherwise disclosed to you. In addition, you agree that you will not enter into
any arrangement to facilitate excessive trading in the Shares in contravention
of the Fund's policy on market timing.
e. The Fund and the Distributor reserve the right to reject any
purchase or exchange request at their sole discretion, including from any
investor whom it believes has a history of abusive trading or whose trading, in
its judgment, has been or may be disruptive to the Fund.
4. LIMITATION OF AUTHORITY. No person is authorized to make any
representations concerning the Fund, or the Shares except those contained in the
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Prospectus and in such printed information as the Distributor may subsequently
prepare. NO PERSON IS AUTHORIZED TO DISTRIBUTE ANY SALES MATERIAL RELATING TO
THE FUND WITHOUT THE PRIOR WRITTEN APPROVAL OF THE DISTRIBUTOR.
5. COMPENSATION. As compensation for the provision of services
described, herein, you will look solely to your Customers, and you acknowledge
that the Fund and the Distributor shall have no direct responsibility for any
compensation due to you.
6. PROSPECTUS AND REPORTS. You agree to comply with the
provisions contained in the Securities Act governing the delivery of a
Prospectus to any person to whom you offer Shares. You further agree to deliver,
upon our 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.
7. QUALIFICATION TO ACT.
a. You represent that you are either (a) a member in good standing of
the NASD or (b) exempt under federal and state securities laws from registration
as a broker or dealer, and 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.
b. If you are a member of the NASD, your expulsion or suspension from
the NASD will automatically terminate this Agreement on the effective date of
such expulsion or suspension. If you are exempt under federal and state
securities laws from registration as a broker or dealer, you represent that you
possess 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 you no longer possess such authority.
You agree that you will not offer Shares to persons in any jurisdiction in which
you may not lawfully make such offer due to the fact that you have not
registered under, or are not exempt from, the applicable registration or
licensing requirements of such jurisdiction. You agree to notify us in writing
of any such action or event that shall cause termination of this Agreement.
c. 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.
d. 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 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.
e. You agree that you are responsible for knowing the provisions and
policies of the Fund related to breakpoints 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
us in writing. You further agree that you will not withhold placing customers'
orders for shares so as to profit yourself as a result of such withholding 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.
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 us, upon reasonable
request, with a copy of such policies and procedures and such other
documentation that will allow us to satisfy our supervisory and/or compliance
obligations under the applicable laws, rules and regulations of the NASD and the
SEC.
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f. 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.
g. 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.
8. BLUE SKY. The Fund has registered an indefinite number of
Shares under the Securities Act. The Fund intends 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.
9. AUTHORITY OF FUND AND PARTICIPATING DEALER. The 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. You shall be deemed an independent
contractor and not an agent of the Fund, for all purposes hereunder and shall
have no authority to act for or represent the Fund. You will not act as an
"underwriter" or "distributor" of shares, as those terms are used in the 1940
Act, the Securities Act of 1933, and rules and regulations promulgated
thereunder.
10. 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 Fund, promptly make such records available to the Fund as the Fund may
reasonably request in connection with its operations and (ii) promptly notify
the Fund 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.
11. 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 Fund and their respective successors and assigns, each of
their respective officers and directors, and each person who controls either the
Distributor or the Fund within the meaning of Section 15 of the Securities Act
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 you or your officers, employees or agents
regarding your responsibilities hereunder for orders to purchase, redeem or
exchange Shares 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 or
permitted assigns. Nothing contained in this Agreement is intended to operate as
a waiver by the Distributor or you of compliance with any provision of the
Investment Company Act, the Securities Act, the Securities Exchange Act of 1934,
as amended, the Investment Advisors Act of 1940, as amended or the rules and
regulations promulgated by the SEC thereunder.
12. 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.
13. AMENDMENT. We may modify this agreement at any time by written
notice to you. The first order placed by you subsequent to the giving of such
notice shall be deemed as your acceptance of such modification.
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14. 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 automatically terminate at
any time without penalty in the event the Fund terminates the Distribution
Agreement between the Fund and the Distributor.
15. COMMUNICATIONS. All communications to the Distributor should
be sent to SEI Investments Distribution Co., Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx,
Xxxxxxxxxxxx 00000, Attention: Compliance Officer. Any notice to you shall be
duly given if mailed or telegraphed to you at the address specified by you
below.
16. SEVERABILITY AND 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.
17. 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.
18. SURVIVAL. The representations, warranties, covenants and
agreements of the undersigned contained in this Agreement, including, without
limitation, the indemnity agreement contained in Section 11 hereof, shall
survive any termination of this Agreement.
19. 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.
20. ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter contained
herein and supercedes 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 corresponds with your understanding of our agreement,
please sign this document and the accompanying copies thereof in the appropriate
space below and return the same to us, whereupon this Agreement shall be binding
upon each of us, effective as of the date of execution.
SEI INVESTMENTS DISTRIBUTION CO.
By: _________________________________
Name:
Title:
Confirmed and accepted:
FIRM NAME: _____________________
(please provide full legal name)
By: _____________________________
Name: __________________________
Title: __________________________
Date: ___________________________
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. SIDCO IS
REQUIRED BY LAW TO REJECT YOUR REQUEST IF THE REQUIRED IDENTIFYING INFORMATION
IS NOT PROVIDED. IN CERTAIN INSTANCES, SIDCO 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, AND SIDCO 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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