Shareholder Information Rule 22c-2 Agreement
AGREEMENT
entered into as of _____________ ___, 2007, by and between the X.X. Xxxxxxx
& Co. Growth Fund, Inc. (the “Fund”) and [insert name of financial
intermediary] (“Intermediary”) with an effective date of April 16, 2007. Prior
to the effective date of this Agreement, the Fund and the Intermediary agree
that any request made to the Intermediary by the Fund for Client-Shareholder
transaction information, and the Intermediary’s response to such request, shall
be governed by whatever practices the Fund and the Intermediary had utilized
in
the absence of a formal agreement, if any, to govern such requests.
As
used
in this Agreement, the following terms shall have the following meanings, unless
a different meaning is clearly required by the contexts:
“Client-Shareholders”
(i) shall mean those clients of the Intermediary who maintain an interest in
an
account with the Fund who receive administrative, custody or other services
from
the Intermediary or (ii) the holders of interests in a variable annuity or
variable life insurance contract issued by the Intermediary.
“Intermediary”
shall mean (a) any broker, dealer, bank, or other entity that holds securities
issued by the Fund in nominee name; (b) a unit investment trust or fund that
invests in the Fund in reliance on section 12(d)(1)(E) of the Investment Company
Act of 1940 (the “1940 Act”); and (c) in the case of a participant-directed
employee benefit plan that owns securities issued by the Fund (i) a retirement
plan administrator under the Employee Retirement Income Security Act of 1974,
as
amended (“ERISA”) or (ii) any entity or person that maintains the plan’s
participant records.
WHEREAS,
the Intermediary is a shareholder of record of the Fund and is a “financial
intermediary” as defined in Rule 22c-2 under the 1940 Act;
WHEREAS,
Rule 22c-2 under the 1940 Act requires financial intermediaries transacting
in
mutual fund shares to agree in writing with a Fund to provide the Fund with
certain underlying Client-Shareholder data and to abide by instructions from
the
Fund in connection with these Client-Shareholders;
NOW,
THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, the Fund and the Intermediary hereby agree
as follows:
A.
Agreement
to Provide Shareholder Information.
Intermediary
agrees to provide the
Fund,
upon written request, the taxpayer identification number (“TIN”), the
individual/international taxpayer identification number (“ITIN”),[*]
or other
government-issued
_______________________
[*
According to the IRS’ website, the ITIN refers to the Individual Taxpayer
Identification number, which is a nine-digit number that always begins with
the
number 9 and has a 7 or 8 in the fourth digit, example 9XX-7X-XXXX. The IRS
issues ITINs to individuals who are required to have a U.S. taxpayer
identification number but who do not have, and are not eligible to obtain
a
Social Security Number (“SSN”) from the Social Security Administration
(“SSA”).]
identifier
(“GII”), if known, of any or all Client-Shareholder(s) of the account and the
amount, date, name or other identifier of any investment professional(s)
associated with the Client-Shareholder(s) or account (if known), and transaction
type (purchase, redemption or transfer) of every purchase, redemption or
transfer of shares of the Fund held through an account maintained by the
Intermediary during the period covered by the request.
1.
Period
Covered by Request.
Unless
otherwise directed by the Fund, Intermediary agrees to provide the information
specified in A (above) for each trading day.
2.
Form
and Timing of Response.
Intermediary agrees to provide, promptly (but in any event not later than three
(3) business days, after receipt of a request) upon request of the Fund or
its
designee, information specified in A. (above). If the requested information
is
not on the Intermediary’s books and records, Intermediary agrees to use best
efforts to determine promptly whether any specific person about whom it has
received the identification and transaction information specified in A. (above)
is itself an Intermediary (“Indirect Intermediary”) and to either (i) provide
(or arrange to have provided) the information set forth in A. (above) for those
Client-Shareholders who hold an account with an Indirect Intermediary, or (ii)
restrict or prohibit the Indirect Intermediary from purchasing, in nominee
name
on behalf of other persons, securities issued by the Fund. Intermediary
additionally agrees to inform the Fund whether it plans to perform (i) or (ii).
Responses required by this paragraph must be communicated in writing and in
a
format mutually agreed upon by the parties. To the extent practicable, the
format for any transaction information provided to the Fund should be consistent
with the NSCC Standardized Data Reporting Format.
3.
Limitations
on Use of Information.
The
Fund agrees not to use the information received for marketing or any other
similar purpose without the prior written consent of the
Intermediary.
B.
Agreement
to Restrict Trading.
Intermediary agrees to execute written instructions from the Fund to restrict
or
prohibit further purchases of Fund shares by a Client-Shareholder who has been
identified by the Fund as having engaged in transactions of the Fund’s shares
(directly or indirectly through the Intermediary’s account) that violate
policies established by the Fund for the purpose of eliminating or reducing
any
dilution of the value of the outstanding shares issued by the Fund.
1.
Form
of Instructions.
Instructions must 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 must include an equivalent identifying number of the
Client-Shareholder’s account or other agreed upon information to which the
instruction relates.
2.
Timing
of Response.
Intermediary agrees to execute instructions as soon as reasonably practicable,
but no later than three (3) business days after receipt of the instructions
by
the Intermediary.
3.
Confirmation
by Intermediary.
Intermediary must provide written confirmation to the Fund that instructions
from the Fund to restrict or prohibit trading have been
2
executed.
Intermediary agrees to provide confirmation as soon as reasonably practicable,
but no later than three (3) business days after the instructions have been
executed.
IN
WITNESS WHEREOF, the undersigned have each caused this Agreement to be executed
as of the date set forth above.
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X.X.
Xxxxxxx & Co. Growth Fund, Inc.
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By:
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_______________________________________ | ||
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Name:
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Title:
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[insert
name of financial intermediary]
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By:
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_______________________________________ | ||
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Name:
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Title:
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