INFORMATION SHARING AGREEMENT
This Information Sharing Agreement (the "Agreement"), entered into as
of March 13, 2007 by and between Xxxx Xxxxx Investor Services, LLC ("Xxxx
Xxxxx") and Security Distributors, Inc. ("Financial Intermediary"), confirms an
agreement between the parties for the sharing of transaction information
relating to any and all of the following fund families that may be offered by
Financial Intermediary from time to time:
Xxxx Xxxxx Partners Funds
Xxxx Xxxxx Partners Variable Portfolios
Xxxx Xxxxx Funds
Western Asset Funds
CitiFunds
WHEREAS, Financial Intermediary and Xxxx Xxxxx have entered into a
Dealer Agreement, Services Agreement, Order Placement Procedures Agreement
and/or similar agreement(s) (each a "Dealer Agreement") whereby the Financial
Intermediary is authorized to receive orders for the purchase, exchange and
redemption ("Orders") of shares of certain of the Funds ("Shares") on behalf of
the Financial Intermediary's clients ("Clients");
WHEREAS, "Clients" shall also refer to (i) the beneficial owner of
Shares, whether the Shares are held directly or by the Financial Intermediary in
nominee name, (ii) participants in qualified employee benefit plan or plans
(each a "Plan") notwithstanding that the Plan may be deemed to be the beneficial
owner of Shares, and (iii) the holder of interests in a variable annuity or
variable life insurance contract issued by the Financial Intermediary;
WHEREAS, Xxxx Xxxxx has requested that Financial Intermediary enter
into this Agreement with respect to the implementation and compliance with SEC
Rule 22c-2 under the 1940 Act, to be effective [April 16, 2007], or such later
date as the SEC may designate as the final compliance date for rule 22c-2.
NOW THEREFORE, in consideration of the mutual premises herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Agreement to Provide Information. Financial Intermediary agrees to provide to
Xxxx Xxxxx and/or its designee, 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 Clients of the account. Financial Intermediary also agrees
to provide the number of shares, dollar value, date, name or other identifier
(including broker identification number) of any investment professional(s)
associated with the Client(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 Financial
Intermediary during the period covered by the request. Requests must set forth a
specific period, generally not to exceed 90 days from the date of the request,
for which transaction information is sought. With the written agreement of the
Financial Intermediary, the Fund and/or its designee may request
transaction information older than 90 days from the date of the request 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.
Financial Intermediary agrees to transmit the requested information
that is on its books and records to Xxxx Xxxxx and/or its designee promptly, but
in any event not later than five (5) business days, or as otherwise agreed to by
the parties, after receipt of a request. If the requested information is not on
the Financial Intermediary's books and records, Financial Intermediary agrees to
(i) provide or arrange to provide to the Fund and/or its designee the requested
information pertaining to shareholders who hold accounts with an indirect
intermediary; or (ii) if directed by Xxxx Xxxxx, block further purchases of
Shares from such indirect intermediary. In such instance, Financial Intermediary
agrees to inform Xxxx Xxxxx 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 Xxxx Xxxxx should be consistent with the
NSCC Standardized Data Reporting Format. For purposes of this provision, an
"indirect intermediary" has the same meaning as in SEC Rule 22c-2 under the 1940
Act.
2. Limitations on Use of Information. Xxxx Xxxxx agrees not to use the
information received for marketing or any other similar purpose without the
prior written consent of Financial Intermediary.
3. Agreement to Restrict Trading. Financial Intermediary agrees to execute
written instructions from Xxxx Xxxxx to restrict or prohibit further purchases
(including shares acquired by exchanges) of Shares by a Client that has been
identified by Xxxx Xxxxx as having engaged in transactions of the Shares
(directly or indirectly through the Intermediary's account) that violates
policies established by the Fund.
4. Form of Instructions. Instructions must include the TIN, ITIN or GII 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 Client(s)
or account(s) or other agreed upon information to which the instruction relates.
5. Timing of Response. Financial Intermediary agrees to execute instruction as
soon as practicable, but not later than five (5) business days, or as otherwise
agreed to by the parties, after receipt of the instructions by the Intermediary.
6. Confirmation of Financial Intermediary. Financial Intermediary must provide
written confirmation to Xxxx Xxxxx 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.
7. Dealer Agreement. All of the provisions of the Dealer Agreements by and
between Xxxx Xxxxx and Financial Intermediary shall remain in full force and
effect. To the extent the Dealer Agreement and this Agreement are inconsistent,
this Agreement shall govern.
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8. Term. This Agreement shall remain in effect until such time as the Dealer
Agreement has been terminated and is no longer in effect between the two
parties. Notwithstanding the foregoing, the provisions of Sections 1, 2 and 3
shall survive termination of this Agreement for at least 60 days after the
termination date.
9. Assignment. There may be no assignment (as defined in the 0000 Xxx) of this
Agreement without the consent of the other party.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed as of the date first above written.
XXXX XXXXX INVESTOR SERVICES, LLC SECURITY DISTRIBUTORS, INC.
By: __________________________ By: __________________________
Name: __________________________ Name: __________________________
Title: __________________________ Title: __________________________
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