Exhibit (e)(11)
IXIS Asset Management Distributors, L.P.
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Dealer Agreement
This dealer agreement ("Dealer Agreement") is entered into between IXIS Asset
Management Distributors, L.P. ("our", "us", or "we") and the undersigned
company ("you"). We offer to sell to you shares of each of the mutual funds
distributed by us (the "Funds" and each a "Fund"), for each of which Funds we
are a principal underwriter as defined in the Investment Company Act of 1940,
as amended (the "Act"), and from which we have the right to purchase shares./1/
With respect to each of the Funds (except for Section 5, which applies only
with respect to each Fund having in effect from time to time a service plan,
service and distribution plan or other plan adopted pursuant to Rule 12b-1
under the Act):
1. In all sales of shares of the Funds you shall act as dealer for your own
account, and in no transaction shall you have any authority to act as agent,
except as limited agent for purposes of receiving and transmitting orders and
instructions regarding the purchase, exchange and redemption of shares held by
its customers, broker or employee for any of the Funds or for us.
2. You agree not to purchase any Fund shares for any customer, unless you
deliver or cause to be delivered to such customer, at or prior to the time of
such purchase, a copy of the then current Prospectus of the applicable Fund.
You hereby represent that you understand your obligation to deliver a
Prospectus to customers who purchase Fund shares pursuant to federal securities
laws and you have taken all necessary steps to comply with such Prospectus
delivery requirements.
3. Orders received from you will be accepted by us only at the public offering
price applicable to each order, except for transactions to which a reduced
offering price applies as provided in the then current Prospectus (which term
as hereinafter used shall include the Statement of Additional Information) of
the Fund(s). The minimum dollar purchase of shares of each Fund by any investor
shall be the applicable minimum amount described in the then current Prospectus
of the Fund and no order for less than such amount will be accepted hereunder.
The public offering price shall be the net asset value per share plus the sales
charge, if any, applicable to the transaction, expressed as a percentage of the
public offering price, as determined and effective as of the time specified in
the then current Prospectus of the Fund(s). The procedures relating to the
handling of orders shall be subject to any instructions that we shall forward
from time to time to you. All orders are subject to acceptance or rejection by
us in our sole discretion. You hereby agree to comply with the attached
Policies and Procedures with Respect to the Sales of Funds Offering Multiple
Classes of Shares.
4. The sales charge applicable to any sale of Fund shares by you and the dealer
concession or commission applicable to any order from you for the purchase of
Fund shares accepted by us shall be set forth in the then current Prospectus of
the Fund. You shall notify us if you are not eligible to receive a dealer
concession or commission. You may be deemed to be an underwriter in connection
with sales by you of shares of the Fund where you receive all or substantially
all of the sales charge as set forth in the Fund's Prospectus, and therefore
you may be subject to applicable provisions of the Securities Act of 1933.
(a) We are entitled to a contingent deferred sales charge ("CDSC") on
redemptions of applicable Classes of shares of the Funds, as described in the
then current Prospectus. You agree that you will sell shares subject to a CDSC
and that are
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/1/ The definition of "Funds" shall not include the following mutual funds,
which are distributed by IXIS Asset Management Distributors, L.P, but
which are not available to you through the terms of this Dealer Agreement:
Xxxxxxxxxx Emerging Markets Fund (Institutional Class); Xxxxxxxxxx
International Growth Fund (Institutional Class); Xxxxxxxxxx Core Fund
(Institutional Class); Xxxxxxxxxx International Value Fund (Institutional
Class); Xxxxxxxxxx International Growth Fund (Advisor Class); Xxxxxx
Xxxxxx Fixed Income Fund; Xxxxxx Xxxxxx Institutional High Income Fund;
Xxxxxx Xxxxxx Intermediate Duration Fixed Income Fund; Xxxxxx Xxxxxx
Investment Grade Fixed Income Fund; Xxxxxx Xxxxxx Tax Managed Equity Fund;
Xxxxxx Xxxxxx High Income Opportunities Fund; and Xxxxxx Xxxxxx
Securitized Asset Fund.
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to be held in omnibus accounts only if you are a NETWORKING participant with
the National Securities Clearing Corporation and if such accounts are
established pursuant to a NETWORKING Agreement.
(b) Reduced sales charges or no sales charge may apply to certain
transactions under letter of intent, combined purchases or investments,
reinvestment of dividends and distributions, repurchase privilege, unit
investment trust distribution reinvestment or other programs, as described in
the then current Prospectus of the Fund(s). To obtain any such reductions, you
must notify us when the sale that would qualify for such reduction takes place.
5. Rule 12b-1 Plans. The substantive provisions of this Section 5 have been
adopted pursuant to Rule 12b-1 under the Act by certain Funds, under plans
pursuant to such Rule (each a "Plan").
(a) You agree to provide (i) for the Funds with a Service Plan, personal
services to investors in shares of the Funds and/or services related to the
maintenance of shareholder accounts, and (ii) for those Funds with a Service
and Distribution Plan, both personal services to investors in shares of the
Funds and/or services related to the maintenance of shareholder accounts and
also distribution and marketing services in the promotion of Fund shares. As
compensation for these services, we shall pay you, upon receipt by us from the
Fund(s), a quarterly service fee or service fee and distribution fee based on
the average daily net asset value of Fund shares at the rate set forth with
respect to the relevant Class(es) of shares of the Fund(s) in the then current
Prospectus. This fee will be based on the average daily net asset value of Fund
shares which are owned of record by your firm as nominee for your customers or
which are owned by those shareholders whose records, as maintained by the Fund
or its agent, designate your firm as the shareholder's dealer of record. No
such fee will be paid to you with respect to shares purchased by you or your
customers and redeemed or repurchased by the Fund or by us as agent within
seven (7) business days after the date of our confirmation of such purchase. No
such fee will be paid to you with respect to any of your customers if the
amount of such fee based upon the value of such customer's Fund shares would be
less than $5.00. Normally, payment of such fee to you shall be made within
forty-five (45) days after the close of each quarter for which such fee is
payable provided, however, that any other provision of this Dealer Agreement or
the Prospectuses to the contrary notwithstanding, we shall not have any
obligation whatsoever to pay any amount of distribution and/or service fee with
respect to shares of any Fund except to the extent, and only to the extent,
that we have actually received payment of at least such amount of distribution
and/or service fee from the Funds with respect to such shares pursuant to a
Plan in consideration of you furnishing distribution and client services
hereunder with respect to your customers that own such class of shares of such
Fund.
(b) You shall furnish us and the Fund with such information as shall
reasonably be requested by the Trustees of the Fund with respect to the fees
paid to you pursuant to this Section 5 and you shall notify us if you are not
eligible to receive 12b-1 fees.
(c) The provisions of this Section 5 may be terminated by the vote of a
majority of the Trustees of the Funds who are not interested persons of the
Funds and who have no direct or indirect financial interest in the operation of
the Plan or in any agreements related to the Plan, or by a vote of a majority
of the Fund's outstanding shares, on sixty (60) days' written notice, without
payment of any penalty. Such provisions will be terminated also by any act that
terminates either the Fund's Distribution Contract or Underwriting Agreement
with us or this Dealer Agreement and shall terminate automatically in the event
of the assignment (as that term is defined in the Act) of this Dealer Agreement.
(d) The provisions of the Distribution Contract or Underwriting Agreement
between the Fund and us, insofar as they relate to the Plan, are incorporated
herein by reference. The provisions of this Section 5 shall continue in full
force and effect only so long as the continuance of the Plan, the Distributor's
Contract or Underwriting Agreement and these provisions are approved at least
annually by a vote of the Trustees, including a majority of the Trustees who
are not interested persons of the Fund and who have no direct or indirect
financial interest in the operation of the Plan or in any agreements related to
the Plan, cast in person at a meeting called for the purpose of voting thereon.
6. You agree to purchase Fund shares only from us or from your customers. If
you purchase Fund shares from us, you agree that all such purchases shall be
made only: (a) to cover orders already received by you from your customers;
(b) for shares being acquired by your customers pursuant to either the exchange
privilege or the reinvestment privilege, as described in the then current
Prospectus of the Fund; (c) for your own bona fide investment; or (d) for
investments by any IRS qualified pension, profit sharing or other trust
established for the benefit of your employees or for investments in Individual
Retirement Accounts established by your employees, and if you so advise us in
writing prior to any sale of Fund shares pursuant to this subsection (d), you
agree to waive all your dealer concessions with respect to all sales of Fund
shares pursuant to this subsection (d). If you purchase shares from your
customers, you agree to pay such customers not less than the applicable
redemption price next quoted by the Fund pursuant to the procedures set forth
in the then current Prospectus of the Fund.
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7. You shall sell shares only: (a) to customers at the applicable public
offering price, except for shares being acquired by your customers at net asset
value pursuant to either the exchange privilege or the repurchase privilege as
described in the then current Prospectus of the Fund, and (b) to us as agent
for the Fund at the redemption price. In such a sale to us, you may act either
as principal for your own account or as agent for your customer. If you act as
principal for your own account in purchasing shares for resale to us, you agree
to pay your customer not less than the price that you receive from us. If you
act as agent for your customer in selling shares to us, you agree not to charge
your customer more than a fair commission or fee for handling the transaction,
except that you agree to receive no compensation of any kind based on the
reinvestment of redemption or repurchase proceeds pursuant to the repurchase
privilege, as described in the then current Prospectus of the Fund.
8. You hereby certify that all of your customers' taxpayer identification
numbers ("TIN") or social security numbers ("SSN") furnished to us by you are
correct and that you will not open an account without providing us with the
customer's TIN or SSN.
9. You shall not withhold placing with us orders received from your customers
so as to profit yourself as a result of such withholding; e.g., by a change in
the net asset value from that used in determining the public offering price to
your customers.
10.We will not accept from you any conditional orders for shares.
11. If any Fund shares sold to you or your customers under the terms of this
Dealer Agreement are redeemed by the Fund or repurchased by us as agent for the
Fund within seven (7) business days after the date of our confirmation of the
original purchase by you or your customers, it is agreed that you shall forfeit
your right to any dealer concession or commission received by you on such Fund
shares. We will notify you of any such repurchase or redemption within ten
(10) business days after the date thereof and you shall forthwith refund to us
the entire concession or commission allowed or paid to you on such sale. We
agree, in the event of any such repurchase or redemption, to refund to the Fund
the portion of the sales charge, if any, retained by us and, upon receipt from
you of the concession allowed to you on any Fund shares, to pay such refund
forthwith to the Fund.
12. Payment for Fund shares sold to you shall be made on or before the
settlement date specified in our confirmation, at the office of our clearing
agent, and by check payable to the order of the Fund, which reserves the right
to delay issuance, redemption or transfer of shares until such check has
cleared. If such payment is not received by us, we reserve the right, without
notice, forthwith either to cancel the sale, or at our option, or to sell the
shares ordered back to the Fund, in which case you shall bear any loss
resulting from your failure to make payment as aforesaid.
13. You will also act as principal in all purchases by a shareholder for whom
you are the dealer of record of Fund shares with respect to payments sent
directly by such shareholder to the Shareholder Services and Transfer Agent
(the "Agent") specified in the then current Prospectus of the Fund, and you
authorize and appoint the Agent to execute and confirm such purchases to such
shareholders on your behalf. The Agent will remit not less frequently than
monthly to you the amount of any concessions due with respect to such
purchases, except that no concessions will be paid to you on any transaction
for which your net sales concession is less than $5.00 in any one month. You
also represent that with respect to all such direct purchases by such
shareholder, you may lawfully sell shares of such Fund in the state designated
as such shareholder's record address.
14. No person is authorized to make any representations concerning shares of
the Funds except those contained in the then current Prospectuses of the Funds
and in sales literature issued by us supplemental to such Prospectuses or
approved in writing by us. In purchasing shares from us, you shall rely solely
on the representations contained in such Prospectuses and such sales
literature. We will furnish you with additional copies of such Prospectuses and
such sales literature and other releases and information issued by us in
reasonable quantities upon request.
(a) If, with prior written approval from us, you use any advertisement or
sales literature which has not been supplied by us, you are responsible for
ensuring that the material complies with all applicable regulations and has
been filed with the appropriate authorities.
(b) You shall indemnify and hold us (and our directors, officers, employees,
controlling persons and agents) and the Fund and its Trustees and officers
harmless from and against any and all losses, claims, liabilities and expenses
(including reasonable attorneys' fees) ("Losses") incurred by us or any of them
arising out of (i) your dissemination of
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information regarding any Fund that is alleged to contain an untrue statement
of material fact or any omission of a material fact necessary in order to make
the statements made, in light of the circumstances under which they were made,
not misleading and that was not published or provided to you by or on behalf of
us, or accurately derived from information published or provided by or on
behalf of us or any of our Affiliates, (ii) any breach by you of any
representation, warranty or agreement contained in this Dealer Agreement, or
(iii) any willful misconduct or negligence on your part in the performance of,
or failure to perform, your obligations under this Dealer Agreement, except to
the extent such losses are caused by our breach of this Dealer Agreement or our
willful misconduct or negligence in the performance, or failure to perform, our
obligations under this Dealer Agreement. This Section (15) shall survive
termination of this Dealer Agreement.
15. The Fund reserves the right in its discretion and we reserve the right in
our discretion, without notice, to refuse any order for the purchase of Fund
shares for any reason whatsoever, and to suspend sales or withdraw the offering
of Fund shares (or shares of any class(es)) entirely. We reserve the right, by
written notice to you, to amend, modify, cancel or assign this Dealer Agreement
and any appendices that are now or in the future attached to this Dealer
Agreement. Notice for all purposes shall be deemed to be given when mailed or
electronically transmitted to you.
16. This Dealer Agreement shall replace any prior agreement between you and us
or any of our predecessor entities (including but not limited to CDC IXIS Asset
Management Distributors, L.P., Nvest Funds Distributor, L.P., New England
Funds, L.P., TNE Investment Services Corporation, and Investment Trust of
Boston Distributors, Inc.) and is conditioned upon your representation and
warranty that you are (i) registered as a broker/dealer under the Securities
Exchange Act of 1934, as amended, and are a member in good standing of the
National Association of Securities Dealers, Inc. ("NASD"), (ii) a Registered
Investment Adviser under state and/or federal law, (iii) ineligible for NASD
membership because you are a foreign dealer, or (iv) bank chartered by the
appropriate state or federal agency and authorized to enter into and perform
the transactions contemplated by this Dealer Agreement. Regardless of whether
you qualify, under (i), (ii) (iii) or (iv), you and we agree to abide by the
Rules and Regulations of the NASD, including without limitation Conduct Rules
2310, 2420, 3110, 3510 and 2830, and all applicable state and federal laws,
rules and regulations.
(a) You will not offer Fund shares for sale in any state (a) where they are
not qualified for sale under the blue sky laws and regulations of such state or
(b) where you are not qualified to act as a dealer or adviser.
(b) In the event that you offer Fund shares outside the United States, you
agree to comply with the applicable laws, rules and regulations of the foreign
government having jurisdiction over such sales, including any regulations of
United States military authorities applicable to solicitations to military
personnel.
17. Each of the parties represents and warrants that it has enacted appropriate
safeguards to protect non-public customer information. If non-public personal
information regarding either party's customers or consumers is disclosed to the
other party in connection with this Dealer Agreement, the party receiving such
information will not disclose or use that information other than as necessary
to carry out the purposes of this Dealer Agreement and in accordance with
Regulation S-P.
18. Each party to this Dealer Agreement hereby agrees to abide by and comply
with all relevant anti-money laundering laws and regulations, including without
limitation the Bank Secrecy Act, as amended, and the USA PATRIOT Act of 2001,
as amended (the "USA PATRIOT Act of 2001"). Each party represents that it has
established an Anti-Money Laundering Program that complies with all material
aspects of the USA PATRIOT Act of 2001 and other applicable anti-money
laundering laws and regulations. Each party also hereby agrees to comply with
any new or additional anti-money laundering laws or regulations.
19. You hereby agree that all purchases, redemptions and exchanges of shares
contemplated by this Dealer Agreement shall be effected by you for your
customers in accordance with each Fund's then current Prospectus, including,
without limitation, the collection of any redemption fees, and in accordance
with applicable laws and regulations.
20. You hereby represent that you have established and will maintain a business
continuity program, in compliance with NASD Rules 3510 and 3520, designed to
ensure that you will at all times fulfill your obligations as set forth in this
Dealer Agreement.
21. You hereby acknowledge that each Fund and class of shares thereof may be
offered and sold only in accordance with the terms and conditions set forth in
the respective Fund's prospectus and statement of additional information, as
may be amended from time to time.
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22. All communications to us should be sent to the above address. Any notice to
you shall be duly given if mailed or faxed to you at the address specified by
you below.
23. This Dealer Agreement together with attached appendices shall be effective
when accepted by you below and shall be governed by and construed under the
laws of the Commonwealth of Massachusetts.
24. This Dealer Agreement together with attached appendices shall be effective
as against you and your successor in interest. All obligations,
representations, warranties and covenants made and belonging to you shall be
enforceable against your successor in interest to the same extent that such
would be enforceable against you.
Your submission and our acceptance of an order for the Funds, or receipt by us
of an executed copy of this Dealer Agreement from you represents your
acknowledgement and acceptance of the terms and conditions of this Dealer
Agreement and its attached appendices.
Accepted:
-------------------------- IXIS Asset Management Distributors, L.P.
Dealer's Name By: IXIS Asset Management Distribution
Corporation,
its general partner
Address: Address: 000 Xxxxxxxx Xxxxxx
-------------------------- Xxxxxx, XX 00000
--------------------------
By: -------------------------- By: ------------------------------------
Authorized Signature of Authorized Signature
Dealer
(Please print name)
Date: --------------------------
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Appendix A
IXIS Asset Management Distributors, L.P.
Policies and Procedures with Respect to Mutual Fund Trading
You shall establish and maintain effective internal policies and controls,
including operational and system controls, with respect to the processing of
orders of the funds received prior to and after the close of the New York Stock
Exchange - normally 4:00 p.m. Eastern Time ("Pricing Time"), for the purchase,
redemption and exchange of shares of mutual funds, including the Funds.
For all transactions in the Funds, you shall follow all applicable rules and
regulations and shall establish internal policies regarding the timely handling
of orders for the purchase, redemption and exchange of shares of the Funds
("Fund Orders") and maintain effective internal controls over the ability to
distinguish and appropriately process Fund Orders received prior to and after
the Fund's Pricing Time, including operational and systems controls.
Specifically, you represent as of the date of Dealer Agreement and each time
that you accept a Fund Order on behalf of a Fund that:
.. Your policies and procedures provide reasonable assurance that Fund Orders
received by you prior to the Fund's Pricing Time are segregated from Fund
Orders received by you after the Fund's Pricing Time and are properly
transmitted to the Funds (or their agents) for execution at the current
day's net asset value ("NAV").
.. Your policies and procedures provide reasonable assurances that Fund Orders
received by you after the Fund's Pricing Time are properly transmitted to
the Funds (or their agents) for execution at the next day's NAV.
.. Your policies and procedures provide reasonable assurance that transactional
information is delivered to the Funds (or their agents) in a timely manner.
.. You have designed procedures to provide reasonable assurance that policies
with regard to the receipt and processing of Fund Orders are complied with.
Such procedures either prevent or detect, on a timely basis, instances of
noncompliance with the policies governing the receipt and processing of Fund
Orders.
.. Policies and procedures governing the timely handling of Fund Orders have
been designed and implemented effectively by all third parties to whom you
have designated the responsibility to distinguish and appropriately process
Fund Orders received prior to and after the Fund's Pricing Time.
To the extent we have entered into related agreements with you regarding your
handling of Fund Orders, you acknowledge and agree that this appendix shall
apply to your handling of all Fund Orders, whether authorized under the Dealer
Agreement or any other agreement with us or our affiliates.
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Appendix B
IXIS Asset Management Distributors, L.P.
Policies and Procedures with Respect to Sales of Funds Offering Multiple
Classes Of Shares
In connection with the offering of certain Funds with multiple classes of
shares, one subject to a front-end sales load and a service fee or service and
distribution fee ("Class A shares"), one subject to a service fee, a
distribution fee, no front-end sales load and a contingent deferred sales
charge ("CDSC") on redemptions within a time period specified in the then
current Prospectus (which for purposes of these policies and procedures shall
include the Funds' then current statement of additional information) of the
Fund ("Class B shares"), one subject to a service fee, distribution fee and a
CDSC on redemptions within a period specified in the then current Prospectus of
the Fund ("Class C shares"), one intended generally only for certain
institutional investors and subject to no front-end sales load ("Class Y
shares") and other no-load Retail, Admin and Institutional Fund shares, an
investor must choose the method of purchasing shares which best suits his/her
particular circumstances. To assist investors in these decisions, we have
instituted the following policies with respect to orders for Fund shares. These
policies apply to every entity distributing Fund shares.
1. No purchase order may be placed for Class B shares if the amount of the
orders equals or exceeds $100,000 or the order is eligible for a net asset
value purchase price (i.e., no front-end sales charge) of Class A shares, as
provided in the Prospectus.
2. No purchase order may be placed for Class C shares if the amount of the
order equals or exceeds $1,000,000 or the order is eligible for a net asset
value purchase price (i.e., no front-end sales charge) of Class A shares
unless the investor indicates on the relevant section of the application
that the investor has been advised of the relative advantages and
disadvantages of Classes A and C shares.
3. Any purchase order for less than $1,000,000 may be for either Class A, B
(subject to Section 1 above) or C shares in light of the relevant facts and
circumstances, including:
a) the specific purchase order dollar amount;
b) the length of time the investor expects to hold his/her shares; and
c) any other relevant circumstances such as the availability of purchase
under a Letter of Intent, Breakpoints (a volume discount), or Rights of
Accumulation, as described in the Prospectus.
4. Investors may purchase Class Y shares only if they meet the identity,
suitability, minimum investment and other standards set forth in the Funds'
then current Class Y Prospectuses.
Investors otherwise eligible to purchase Class Y shares but who will not make
the initial minimum investment amount are eligible to invest in Class A, B or C
shares. They should be advised, however, of the lower fees and expenses
applicable to Class Y shares and should consider whether a larger investment,
to meet the Class Y requirements, would be appropriate and desirable for their
circumstances.
There are instances when purchasing one class of shares may be more appropriate
than the others. For example, investors who would qualify for a significant
discount from the maximum sales load on Class A shares may determine that
payment of such a reduced front-end sales load and service fee is preferable to
payment of a higher ongoing distribution fee. Investors whose orders would not
qualify for such a discount and who anticipate holding their investment for
more than eight years might consider Class B shares because 100% of the
purchase price is invested immediately. Investors making smaller investments
who anticipate redeeming their shares within eight years might consider Class C
shares for the same reason.
Appropriate supervisory personnel within your organization must ensure that all
employees and representatives receiving investor inquiries about the purchase
of shares of a Fund advise the investor of then available pricing structures
offered by the Funds, and the impact of choosing one class of shares over
another. You shall inform investors of available breakpoints and ensure that
such investor receives access to representatives and employees within your
organization to answer any inquiries that such investor may have with respect
to available and applicable breakpoints. In some instances it may be
appropriate for a supervisory person to discuss a purchase with the investor.
This policy is effective with respect to any order for the purchase of shares
of a Fund offering multiple classes of shares.
Fund and class of shares may be offered and sold only in accordance with the
terms and conditions set forth in the respective Fund's prospectus and
statement of additional information. Questions relating to this policy should
be directed to Xxxx X. Xxxxxx, President and Chief Executive Officer, IXIS
Asset Management Distributors, L.P. at (000) 000-0000.
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APPENDIX C
IXIS Asset Management Distributors, L.P.
Policies and Procedures with Respect to Rule 22c-2
I. Shareholder Information.
1. Agreement to Provide Information. Intermediary agrees to provide to the
Fund, upon written request, the taxpayer identification number ("TIN"), the
Individual/International Taxpayer Identification Number ("ITIN"), or other
government-issued identifier ("GII"), 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 next change) of every
purchase, redemption, transfer, or exchange of Shares held through an account
maintained by Intermediary during the period covered by the request.
2. Period Covered by Request. Requests must set forth a specific period, not to
exceed ninety (90) days from the date of the request, for which transaction
information is sought. The Fund may request transaction information older than
ninety (90) days from the date of the request as the Fund 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.
The Fund reserves the right to request the information set forth in Section I.
(1) for each trading day and Intermediary agrees, if so directed by the Fund,
to provide the information.
3. Form and Timing of Response. Intermediary agrees to provide, promptly upon
request of the Fund or its designee, the requested information specified in
Section I. (1). If requested by the Fund or its designee, Intermediary agrees
to use best efforts to determine promptly whether any specific person about
whom it has received identification and transaction information specified in
Section I. (1) is itself a financial intermediary ("indirect intermediary")
and, upon further request of the Fund or its designee, promptly either
(i) provide (or arrange to have provided) the information set forth in Section
I. (1) for those 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.
4. Limitations on Use of Information. Fund agrees not to use the information
received for marketing or any other similar purpose without Intermediary's
prior written consent.
5. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund as
having engaged in transactions of the Fund's Shares (directly or indirectly
through 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.
6. Form of Instructions. Instructions to restrict or prohibit trading must
include the TIN, ITIN, 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 Shareholder(s) or account(s) or other
agreed upon information to which the instruction relates.
7. Timing of Response. Intermediary agrees to execute instructions as soon as
reasonably practicable, but not later than five (5) business days after receipt
of the instructions by Intermediary.
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8. Confirmation by Intermediary. Intermediary must provide written confirmation
to the Fund that instructions have been executed. Intermediary agrees to
provide confirmation as soon as reasonably practicable, but not later than ten
(10) business days after the instructions have been executed.
9. Definitions. For purposes of this schedule:
(a) 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.*
(b) 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.
(c) The term "Shareholder" means the beneficial owner of Shares, whether the
Shares are held directly or by Intermediary in nominee name.
(d) Note that the term "Shareholder" may have alternative meanings as
follows: (1) for Retirement Plan Recordkeepers the term "Shareholder" means the
Plan participant notwithstanding that the Plan may be deemed to be the
beneficial owner of Shares and (2) for Insurance Companies the term
"Shareholder" means the holder of interests in a variable annuity or variable
life insurance contract issued by an Intermediary.
(e) The term "written" includes electronic writings and facsimile
transmissions.
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* As defined in SEC Rule 22c-2(b), the term "excepted fund" means any:
(1) money market fund; (2) fund that issues securities that are listed on a
national exchange; and (3) fund that affirmatively permits short-term
trading of its securities, if its prospectus clearly and prominently
discloses that the fund permits short-term trading of its securities and
that such trading may result in additional costs for the fund.
9
