Exhibit (h)(22)
BARCLAYS GLOBAL INVESTORS FUNDS
SEI INVESTMENTS DISTRIBUTION CO.
SUB-DISTRIBUTION AGREEMENT
__________20__
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 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 prospectuses on file with the Securities and
Exchange Commission, which are part of the Funds' registration statement under
the Investment Company Act and the Securities Act of 1933 (the "Securities
Act"). 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 and perform other related functions subject to
the following terms and conditions:
1. Participating Dealer. You are hereby designated a Participating Dealer
and as such are authorized (i) to accept orders for the purchase of Shares of
the Funds, as specified in Schedule 1, as it may be amended from time to time,
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
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.
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.
In order to promote the sale of the Funds, you agree to:
(i) provide monthly sales and asset level statistics for each Fund sorted
by state, branch and broker;
(ii) provide professional research coverage for the Funds and/or provide
distribution of the Funds' educational or marketing materials as requested by
the Distributor;
(iii) provide the Funds' marketing representatives with reasonable access
to your offices and branches so as to allow such representatives to provide
broker education through sales meetings and other broker contact; and
(iv) provide such other services analogous to the foregoing as you
customarily provide to clients with respect to holdings of shares of open-end
investment companies or exchange-listed stocks or as the Distributor or the
Fund may reasonably request to the extent you are permitted to do so under
applicable statutes, rules and regulations.
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) 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 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) 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.
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 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 for Purchases and Redemptions of Shares. 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 a 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 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. 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.
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 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 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 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 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
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 any sales that the Distributor reasonably
determines 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 Fund (such as proxies, shareholder reports,
annual and semi-annual financial statements and dividend, distribution and tax
notices) to Customers.
8. Qualification to Act. You represent that you are either (a) a member in
good standing of the National Association of Securities Dealers, Inc. (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.
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 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.
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.
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 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 the Distributor, upon
reasonable request, with a copy of such policies and procedures and such other
documentation that will allow the Distributor to satisfy the Distributor's
supervisory and/or compliance obligations under the applicable laws, rules and
regulations of the NASD and the SEC.
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 Participating Dealer. The Funds shall have full
authority to take such action, as they deem 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
Investment Company Act, the Securities Act, 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 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, 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 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. The Distributor 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). This Agreement shall also automatically terminate at any time without
penalty in the event the Funds terminate the Distribution Agreement between the
Funds and the Distributor.
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 sent to SEI Investments Distribution Co., Xxx
Xxxxxxx Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx 00000, Attention: Compliance Officer.
Any notice to you shall be duly given or sent 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.
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).
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us both copies of this agreement.
SEI INVESTMENTS DISTRIBUTION CO.
By: -----------------------------------
Name: -----------------------------------
Title: Vice President, SEI Investments Distribution Co.
Confirmed and accepted:
Firm Name:
(please provide full legal name)
By: ---------------------------------
(Authorized Signature)
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. 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: --------------------------------------
Firm's Principal Address:
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Firm's Primary Telephone Number:
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Firm's SEC Registration Number:
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Firm's Tax Identification Number (TIN):
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SCHEDULE 1
BARCLAYS GLOBAL INVESTORS FUNDS
Annual 12b-1
Fee Rate
------------
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.
