DISTRIBUTION AGREEMENT
THIS AGREEMENT is made this 29th day of November, 1982, between TrustFunds
Liquid Asset Trust, a Massachusetts business trust ("Trust"), and SEI Financial
Services Company, a Pennsylvania corporation ("Distributor").
NOW THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Trust and Distributor hereby agree as follows:
1. Sale of Units. The Trust grants to the Distributor the right to sell
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units of the Trust, as agent and on behalf of the Trust, during the term of
this Agreement and subject to the registration requirements of the Securities
Act of 1933, as amended (the "Act"), and of the laws governing the sale of
securities in the various states ("Blue Sky laws").
2. Sale of Units by the Trust. The rights granted to the Distributor
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shall be nonexclusive, and the Trust reserves the right to sell its units
directly to investors on applications received and processed by the Trust's
Transfer Agent.
3. Solicitation of Sales. In consideration of these rights granted to the
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Distributor, the Distributor agrees to use all reasonable efforts, consistent
with its other business, to obtain purchasers for shares of the Trust, provided,
however, that the Distributor shall not be
prevented from entering into like arrangements with other issuers. The
provisions of this paragraph do not obligate the Distributor to register as a
broker or dealer under the Blue Sky laws of any jurisdiction which it determines
would be unreasonable to do so or to maintain its registration in any
jurisdiction in which it is now registered.
4. Authorized Representations. The Distributor is not authorized by the
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Trust to give any information or to make any representations other than those
contained in the appropriate registration statements or prospectuses filed with
the Securities and Exchange Commission under the Act (as these registration
statements and prospectuses may be amended from time to time), or contained in
unitholder reports or other material that may be prepared by or on behalf of
the Trust for the Distributor's use. The Distributor may prepare and distribute
sales literature and other material as it may deem appropriate, provided it has
been cleared with the Trust.
5. Portfolio Securities. Portfolio securities of the Trust may not be
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bought or sold by or through the Distributor.
6. Registration of Shares. The Trust agrees that it will take all action
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necessary to register shares under the Act so that there will be available for
sale the number of units the Distributor may reasonably be expected to sell.
The Trust shall make available to the Distributor such
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number of copies of its currently effective prospectus as the Distributor may
reasonably request. The Trust shall furnish to the Distributor copies of all
information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of units of the
Trust.
7. Expenses. The Trust shall pay all fees and expenses (a) in connection
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with the preparation, setting in type and filing of any registration statement
and prospectus under the 1933 Act and amendments for the issue of its units, (b)
of preparing, setting in type, printing and mailing any report or other
communication to unitholders of the Trust in their capacity as such, and (c) of
preparing, setting in type, printing and mailing prospectuses sent annually to
existing unitholders. To the extent provided in the Trust's annual budget under
its Distribution Plan, the Trust shall reimburse the Distributor for (i) the
cost of prospectuses, reports to unitholders, sales literature and other
materials for potential investors, (ii) costs of complying with state and
foreign securities laws pertaining to the distribution of units, (iii)
advertising, and (iv) expenses incurred in selling units. To the extent not so
provided, the Distributor shall pay expenses of (x) any supplemental sales
literature used by the Distributor in connection with such offering, and (y)
advertising in connection with such offering.
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8. Indemnification. The Trust agrees to indemnify and hold harmless the
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Distributor and each of its directors and officers and each person, if any, who
controls the Distributor within the meaning of Section 15 of the Act against any
loss, liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages, or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any person acquiring any shares, based upon the ground that the
registration statement, prospectus, unitholder reports or other information
filed or made public by the Trust (as from time to time amended), included an
untrue statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading.
However, the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in reliance upon,
and in conformity with, information furnished to the Trust by or on behalf of
the Distributor. In no case (i) is the indemnity of the Trust in favor of the
Distributor or any person indemnified to be deemed to protect the Distributor or
any person against any liability to the Trust or its unitholders to which the
Distributor or such person would otherwise by subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless
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disregard of its obligations and duties under this Agreement, or (ii) is the
Trust to be liable under its indemnity agreement contained in this paragraph
with respect to any claim made against the Distributor or any person indemnified
unless the Distributor or any person shall have notified the Trust in writing of
the claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or any person (or after the Distributor or the
person shall have received notice of service on any designated agent). However,
failure to notify the Trust of any claim shall not relieve the Trust from any
liability which it may have to the Distributor or any person against whom such
action is brought otherwise than on account of its indemnity agreement contained
in this paragraph. The Trust shall be entitled to participate at its own expense
in the defense, or if it so elects, to assume the defense of any suit brought to
enforce any claims, but if the Trust elects to assume the defense, the defense
shall be conducted by counsel chosen by it and satisfactory to the Distributor
or person or persons, defendant or defendants in the suit. In the event the
Trust elects to assume the defense of any suit and retain counsel, the
Distributor, officers or directors or controlling person or persons, defendant
or defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by
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them. If the Trust does not elect to assume the defense of any suit, it will
reimburse the Distributor, officers or directors or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Trust agrees to notify the
Distributor promptly of the commencement of any litigation or proceedings
against it or any of its officers or Trustees in connection with the issuance or
sale of any of the shares.
The Distributor also covenants and agrees that it will indemnify and hold
harmless the Trust and each of its Trustees and officers and each person, if
any, who controls the Trust within the meaning of Section 15 of the Act, against
any loss, liability, damages, claim or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, damages, claim or
expense and reasonable counsel fees incurred in connection therewith) arising by
reason of any person acquiring any shares, based upon the Act or any other
statute or common law, alleging any wrongful act of the Distributor or any of
its employees or alleging that the registration statement, prospectus,
unitholder reports or other information filed or made public by the Trust (as
from time to time amended), included an untrue statement of a material fact or
omitted to state a material fact required to be stated or necessary in order to
make the statements not misleading, insofar as the statement
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or omission was made in reliance upon, and in conformity with information
furnished to the Trust by or on behalf of the Distributor. In no case (i) is the
indemnity of the Distributor in favor of the Trust or any person indemnified to
be deemed to protect the Trust or any person against any liability to which the
Trust or such person would otherwise be subject by reason of wilful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Distributor to be liable under its indemnity agreement contained in
this paragraph with respect to any claim made against the Trust or any person
indemnified unless the Trust or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Trust or any person (or after the
Trust or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which it may have to the Trust or
any person against whom the action is brought otherwise than on account of its
indemnity agreement contained in this paragraph. In the case of any notice to
the Distributor, it shall be entitled to participate, at its own expense, in the
defense or, if it so
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elects, to assume the defense of any suit brought to enforce the claim, but if
the Distributor elects to assume the defense, the defense shall be conducted by
counsel chosen by it and satisfactory to the Trust, to its officers and Trustees
and to any controlling person or persons, defendant or defendants in the suit.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the Trust or controlling persons, defendant or defendants in the
suit, shall bear the fees and expenses of any additional counsel retained by
them. If the Distributor does not elect to assume the defense of any suit, it
will reimburse the Trust, officers and Trustees or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Distributor agrees to notify the
Trust promptly of the commencement of any litigation or proceedings against it
in connection with issue and sale of any of the units.
9. Effective Date. This Agreement shall be effective upon its execution
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or upon such later date as shall be agreed upon by the President of the Trust
and the President of the Distributor, and unless terminated as provided, shall
continue in force for two (2) years from the date of its execution and
thereafter from year to year, provided continuance after the two (2) year period
is approved by (i) either the vote of a majority of the Trustees of the Trust
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or the vote of a majority of the outstanding voting securities of the Trust, and
(ii) the vote of a majority of those Trustees of the Trust who are not parties
to this Agreement or interested persons of any party, case in person at a
meeting called for the purpose of voting on the approval. This Agreement shall
automatically terminate, in the event of its assignment. As used in this
paragraph the terms "vote of a majority of the outstanding voting
securities," "assignment," and "interested person," shall have the respective
meanings specified in the Investment Company Act of 1940 as now in effect or as
hereafter amended. In addition to termination by failure to approve continuance
or by assignment, this Agreement may at any time be terminated by either party
upon not less than sixty days' prior written notice to the other party.
10. Notices. Any notice required or permitted to be given by either party
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to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other party
at the last address furnished by the other party to the party giving notice: if
to the Trust, at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, and if to the
Distributor, at ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
11. Limitation of Liability. A copy of the Declaration of Trust of the
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Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby
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given that this Agreement is executed on behalf of the Trustees of the Trust as
Trustees, and not individually and that the obligations of this instrument are
not binding upon any of the Trustees, officers or unitholders of the Trust
individually but binding only upon the assets and property of the Trust.
IN WITNESS, the Trust and Distributor have each duly executed this
Agreement, as of the day and year above written.
TRUSTFUNDS LIQUID ASSET TRUST
Attest: /s/ Signature Appears Here By /s/ Signature Appears Here
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Secretary
SEI FINANCIAL SERVICES COMPANY
Attest: /s/ Signature Appears Here By /s/ Signature Appears Here
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Secretary
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