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") to the Funds listed on Schedule A to this
Agreement (the "Funds"). Each of the Funds listed on Schedule A is an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act"). The Funds offer their shares ("Shares")
to the public in accordance with the terms and conditions contained in the
Funds' prospectus. The term "Prospectus" used herein refers to all of the
prospectus(es) on file with the U.S. Securities and Exchange Commission ("SEC"),
which are part of the Funds' registration statement under the Securities Act of
1933 (the "Securities Act") and, if applicable, the most recent statement of
additional information. In connection with the foregoing you may serve as a
participating dealer for the Funds ("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 SHARES of the Funds and to
transmit to the Funds such orders and the payment made therefor; (ii) to accept
orders for the redemption or exchange 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
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 and rules adopted thereunder, each as amended, including
Rule 22c-1 thereunder. You agree 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 Funds 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 Funds necessary for subaccounting; (vi) if required by law,
forwarding shareholder communications from the Funds (such as proxies,
shareholder reports, annual and semi-annual financial statements and dividend,
distribution and tax notices) to Customers; (vii) assisting in processing
purchase, exchange and redemption requests from Customers and in placing such
orders with the Funds' service contractors; and (viii) assisting Customers in
changing dividend options, account designations and addresses.
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. AGREEMENT TO PROVIDE SHAREHOLDER INFORMATION.
--------------------------------------------
a. As instructed by you, the Funds' transfer agent will open accounts
on the Funds' 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 Funds, or its designee, upon written
request, the taxpayer identification number ("TIN"), Individual/International
Taxpayer Identification Number ("ITIN"), or other government-issued identifier
("GII"), if known, of any 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, 2007 in SEC ReleaseIC-27504.
b. You agree to transmit the requested information that is on your
books and records to the Funds, 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: (i) provide or
arrange to provide to the Funds the requested information from Shareholders who
hold an account with an "indirect intermediary" (as defined in Rule 22c-2); or
(ii) if directed by the Funds (or its designee), block further purchases of
Shares from such indirect intermediary. In such instance, you agree to inform
the Funds whether you plan to perform (i) or (ii). Responses required by this
paragraph must be communicated in writing, which writing may be an electronic or
a facsimile transmission, and in a format mutually agreed upon by the parties.
To the extent practicable, the format for any transaction information provided
to the Funds, or its designee, should be consistent with the NSCC Standardized
Data Reporting Format.
c. The Funds agree that all requests will set forth a specific period
for which transaction information is sought, which period may include each
trading day. The Funds may request transaction information as it deems
appropriate, including to investigate compliance with policies established by
the Funds for the purpose of eliminating or reducing disruptive trading activity
in the Funds or dilution of the value of the outstanding Shares of the Funds.
The Funds agree not to 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 Funds, or its
designee, to restrict or prohibit further purchases or exchanges of Shares by
any Shareholder specifically identified by the Funds or its designee. Such
instruction can be for any reason deemed appropriate by the Funds or its
designee, including for a Shareholder that has been identified as having engaged
in transactions of the Funds' Shares (directly or indirectly through your
accounts) that violate policies established by the Funds for the purpose of
eliminating or reducing disruptive trading activity in the Funds or dilution of
the value of the outstanding Shares of the Funds. When issuing you instructions,
the Funds, or its designee, will include the TIN, ITIN, or GII, if known, and
the specific restriction(s) to be executed. If the TIN, ITIN, or GII, is not
known, the instructions will include an equivalent identifying number of the
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 Funds, 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) the
beneficial owner of Shares, whether the Shares are held directly or by you in
nominee name; (ii) the employee benefit, retirement or other plan participant
notwithstanding that the plan may be deemed to be the beneficial owner of
Shares; or (iii) the holder of interests in a variable annuity or variable life
insurance contract issued by you.
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3. ANTI-MONEY LAUNDERING.
You represent and warrant that, with respect to your Customers, you are
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 Bank Secrecy Act, as amended by USA PATRIOT
Act, U.S. Treasury Department, including the Office of Foreign Asset Control
("OFAC") and the Financial Crimes and Enforcement Network ("FinCEN"), SEC and
rules of Financial Industry Regulatory Authority ("FINRA"). As such you
represent that you have 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; v) appropriate record keeping procedures. In addition
you agree to fully cooperate with requests from the government regulators and
Distributor for information relating to customers and/or transactions involving
the Fund Shares, as permitted by law, in order for Distributor to comply with
its regulatory requirements.
4. 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,
less any 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 Funds for a particular trade date have been received by you prior to such
Funds' cut-off time for orders, in each case in accordance with the terms and
conditions set forth in such Funds' prospectuses 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
Funds' Prospectuses 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 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.
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 Funds' Prospectuses 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' Prospectuses or applicable law.
d. You agree to comply with and, with respect to your Customers,
enforce the Funds's policies 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 Funds' policies on market timing.
e. The Funds and the Distributor reserve the right to reject any
purchase or exchange request at their sole discretion, including from any
investor whom either the Funds or the
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Distributor believes has a history of abusive trading or who's trading, in its
judgment, has been or may be disruptive to the Funds.
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.
6. COMPENSATION. As compensation 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 Funds for any
reason. The Distributor may also pay you 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 your Customers. Such compensation will be computed and
paid in accordance with the applicable distribution and/or shareholder service
plans adopted by the Funds (pursuant to Rule 12b-1 under the Investment Company
Act or otherwise), 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 Funds 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 you will be reduced
accordingly. In determining the amount payable to you hereunder, we reserve the
right to exclude any sales that we reasonably determine have not been made in
accordance with the provisions of the Prospectus and this Agreement.
7. 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 Funds (such as proxies, shareholder reports, annual and
semi-annual financial statements and dividend, distribution and tax notices) to
Customers.
8. QUALIFICATION TO ACT.
--------------------
a. You represent that you are either (a) a member in good standing of
the FINRA 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 FINRA, your expulsion or suspension from
the FINRA 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 Funds 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 Funds.
d. You agree that in performing the services under this Agreement, you
at all times will comply with the Conduct Rules of the FINRA, particularly
Conduct Rule 2830, and any other regulations or guidelines issued by the FINRA.
Without limiting the generality of the foregoing, you agree to provide your
Customers a written notice regarding the availability of the
4
FINRA Regulation Public Disclosure Program no less than once every calendar year
pursuant to FINRA Conduct Rule 2280. 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 your Customers of an investor brochure
from the FINRA that includes information describing the Public Disclosure
Program.
e. You agree that you are responsible for knowing the provisions and
policies of the Funds 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 as 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 FINRA and
the SEC.
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 Funds 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.
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 PARTICIPATING DEALER. The Funds 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 Funds, for all purposes hereunder and shall
have no authority to act for or represent the Funds. 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.
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 its 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
5
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, 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.
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. 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.
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). In the event any Funds terminate the Distribution
Agreement between a Fund and the Distributor, this Agreement shall also
automatically terminate at any time without penalty for the said Fund(s). If
Distribution Agreement of a specific Fund and Distributor is terminated, the
remainder of this Agreement will not be impaired thereby for the remaining Funds
listed on Schedule A.
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 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.
18. 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.
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.
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21. 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.
22. 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 IDENTITY, 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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SCHEDULE A
THE ADVISORS' INNER CIRCLE FUND, ON BEHALF OF:
Acadian Emerging Markets Portfolio
AIG Money Market Fund
Analytic Global Long-Short Fund
Analytic Short-Term Income Fund
Cambiar Conquistador Fund
Cambiar International Equity Fund
Cambiar Opportunity Fund
Cambiar Aggressive Value Fund
CB Core Equity Fund
Commerce Capital Government MM
Commerce Capital Institutional Select Government MM
Commerce Capital Treasury MM
Edgewood Growth Fund
FMA Small Company Portfolio
FMC Select Fund
FMC Strategic Value Fund
Haverford Quality Growth Stock Fund
HGK Equity Value Fund
ICM Small Company Portfolio
LSV Conservative Core Equity Fund
LSV Conservative Value Equity Fund
LSV Value Equity Fund
XxXxx International Equity Portfolio
Japan Smaller Companies Fund
Rice Xxxx Xxxxx Micro Cap Portfolio
Rice Xxxx Xxxxx Mid Cap Portfolio
Rice Hall Xxxxx Xxxxx Cap Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
United Association S&P 500 Index Fund
WHG Balanced Fund
WHG Income Opportunity Fund
WHG Large Cap Value Fund
WHG SMidCap Fund
Acadian Emerging Markets Portfolio
AIG Money Market Fund
Analytic Global Long-Short Fund
Analytic Short-Term Income Fund
Cambiar International Equity Fund
Cambiar Opportunity Fund
Cambiar Conquistador Fund
Cambiar Aggressive Value Fund
CB Core Equity Fund
9
Commerce Capital Government Money Market Fund
Commerce Capital Treasury Obligations Money Market Fund
Commerce Institutional Select Money Market Fund
Edgewood Growth Fund
FMA Small Company Portfolio
FMC Strategic Value Fund
FMC Select Fund
Haverford Quality Growth Stock Fund
HGK Equity Value Fund
HGK Mid Cap Value Fund
ICM Small Company Portfolio
Japan Smaller Companies Fund
LSV Value Equity Fund
LSV Conservative Value Equity Fund
LSV Conservative Core Equity Fund
XxXxx International Equity Portfolio
Rice Xxxx Xxxxx Micro Cap Portfolio
Rice Hall Xxxxx Xxxxx Cap Portfolio
Rice Xxxx Xxxxx Mid Cap Portfolio
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio
UA S&P 500 Index Fund
WHG Income Opportunity Fund
WHG SMidCap Fund
WHG LargeCap Value Fund
WHG Balanced Fund
WHG SmallCap Value Fund
WHG AllCap Value Fund
THE ADVISORS' INNER CIRCLE FUND II ON BEHALF OF
Xxxxxxx Horizon Burkenroad Fund
Xxxxxxx Horizon Growth Fund
Xxxxxxx Horizon Prime Money Market Fund
Xxxxxxx Horizon Strategic Income Bond Fund
Xxxxxxx Horizon Treasury Money Market Fund
Xxxxxxx Horizon Value Fund
Champlain Small Company Fund
Perimeter Small Cap Growth Fund
Xxxxxx Select Research Fund
UCM Institutional Money Market Fund
Xxxxxxx and Xxxxx SmartGrowth ETF Lipper Optimal Growth Index Fund
Xxxxxxx and Xxxxx SmartGrowth ETF Lipper Optimal Moderate Index Fund
Xxxxxxx and Xxxxx SmartGrowth ETF Lipper Optimal Conservative Index Fund
Aberdeen Emerging Markets Fund
XXXXXX STREET FUNDS ON BEHALF OF
Large Cap Core Equity Fund
Strategic Growth Fund,
10
High Grade Income Fund
Hawaii Municipal Bond Fund
Money Market Fund
Treasury Money Market Fund
Tax Free Money Market Fund
11
