Exhibit 10(c)
RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT
This Agreement entered into as of October 16,2006 or such other compliance date
mandated by Rule 22C-2 of the Investment Company Act of 1940 ("Rule 22C-2"),
whichever is later, by and between MFS Fund Distributors, Inc. ("MFD") and the
party signing below ("Intermediary").
WHEREAS, MFD is the principal underwriter for the MFS funds ("Funds");
WHEREAS, the Intermediary offers or otherwise makes available the Funds to or
for clients of Intermediary;
WHEREAS, Rule 22C-2 requires MFD or the Funds to enter into a shareholder
information agreement with each financial intermediary, as defined by Rule
22C-2; and
WHEREAS, this Agreement sets forth the terms and conditions for information
sharing for the Funds in accordance with Rule 22C-2.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, MFD and Intermediary hereby agree as
follows:
A. AGREEMENT TO PROVIDE INFORMATION. To the extent Intermediary is a
financial intermediary as defined in Rule 22C-2 of the Investment Company
Act of 1940, Intermediary agrees to provide the Fund or its designee, upon
written request, the taxpayer identification number ("TIN"), if known, of
any or all Shareholder(s) of the account and the amount, date, name or
other identifier of any investment professional(s) associated with the
Shareholder(s) or account (if known), and transaction type (purchase,
redemption, transfer, or exchange) of every purchase, redemption,
transfer, or exchange of Shares held through an account maintained by
Intermediary during the period covered by the request.
(1) PERIOD COVERED BY REQUEST. Requests must set forth a specific period,
not to exceed 90 days from the date of the request, for which transaction
information is sought. The Fund or its designee may request transaction
information older than 90 days from the date of the request as it deems
necessary to investigate compliance with 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.
(2) FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit the
requested information that is on Intermediary's books and records to the
Fund or its designee promptly and in a secure manner, but in any event not
later than 5 business days, after receipt of a request. If the requested
information is not on Intermediary's books and records but on the books
and records of an indirect intermediary, Intermediary agrees to: (i) use
reasonable efforts to provide or arrange to provide to the Fund or its
designee the requested information regarding shareholders who hold an
account with an indirect intermediary; or (ii) if directed by the Fund or
its designee, block further purchases of Fund Shares from such indirect
intermediary. In such instance, Intermediary agrees to inform the Fund or
its designee whether Intermediary 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. For purposes of this
provision, an "indirect intermediary" has the same meaning as in Rule
22C-2 under the Investment Company Act of 1940.
(3) LIMITATIONS ON USE OF INFORMATION. The Fund agrees to use the
information provided solely for the purposes of facilitating the Fund's
compliance with Rule 22c-2, and not for marketing or any
other purpose without Intermediary's prior written consent.
B. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instruction from the Fund or its designee to restrict or prohibit further
purchases or exchanges of Shares by a Shareholder that has been identified
by the Fund or its designee 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, if known, and
the specific restriction(s) to be executed. If the TIN is not known, the
instructions must include an equivalent identifying number of the
Shareholder(s) or account(s) 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 not later five business days after
Intermediary's receipt of the instructions.
(3) CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund or its designee that instructions have been
executed. Intermediary agrees to provide confirmation as soon as
reasonably practicable, but not later than ten business days after the
instructions have been executed.
C. DEFINITIONS. For purposes of this paragraph:
(1) The term "Fund" includes the fund's principal underwriter and transfer
agent. The term does not include any "excepted funds" as defined in SEC
Rule 22C-2(b) under the Investment Company Act of 1940.
(2)The term "Shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Fund under the
Investment Company Act of 1940 that are held by Intermediary.
(3) The term "Shareholder" means the beneficial owner of Shares, whether
the Shares are held directly or by Intermediary in nominee name.
(4) The term "written" includes electronic writings and facsimile
transmissions.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
MFS FUND DISTRIBUTORS, INC.
/s/ Xxxxx X. Xxxxxx
By: Xxxxx X. Xxxxxx
Title: President
CUNA Mutual Insurance Society
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(Name of Intermediary)
By: /s/ Xxxxx Xxxxxxx Date: October 10, 2006
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Name: Xxxxx Xxxxxxx Title: Vice President
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XXXX-22AG-DA-8/06
06-EX
