X. XXXX PRICE FUNDS
RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT
This Agreement is entered into on April 16, 2007 by and between X. Xxxx
Price Services, Inc. ("Services"), X. Xxxx Price Investment Services, Inc.,
("INVESTMENT SERVICES") (collectively "X. XXXX PRICE") and Security
Distributors, Inc. ("INTERMEDIARY") with an effective date of October 16, 2007
or such earlier date as mutually agreed upon by the parties.
WHEREAS, Prior to the effective date of this Shareholder Information
Agreement, the Fund and the Intermediary agree that any request made to the
Intermediary by the Fund for 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 request;
WHEREAS, Services is the registered transfer agent and Investment Services
is the distributor and underwriter for the X. Xxxx Price Funds ("FUNDS");
WHEREAS, Intermediary facilitates trading for shareholders investing in one
or more of the Funds;
WHEREAS, Rule 22c-2 requires X. Xxxx Price or the Funds to enter into a
Shareholder Information Agreement with each financial intermediary, as defined
by Rule 22c-2 of Investment Company Act of 1940 ("RULE 22C-2"); and
WHEREAS, X. Xxxx Price has identified Intermediary as a financial
intermediary.
NOW THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties agree as follows:
1. DEFINITIONS
A. The term "FUND" includes Services, Investment Services, and/or the Fund.
The term not does include any money market fund. "Fund's designee" includes a
third party the Fund has contracted with to perform some or all of the services
herein.
B. The term "PURCHASE" does not include the automated reinvestment of
dividends.
C. The term "SHARES" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Fund that are held by the
Intermediary.
D. The term "SHAREHOLDER" means the beneficial owner of Shares, whether the
Shares are held directly or by the Intermediary in nominee name.
E. For retirement record keepers, the term "SHAREHOLDER" means the Plan
participant notwithstanding that the Plan may be deemed to be the beneficial
owner of Shares.
F. For insurance companies, the term "SHAREHOLDER" means the holder of
interests in a variable annuity or variable life insurance contract issued by
the Intermediary.
G. The term "WRITTEN" includes electronic writing and facsimile
transmissions.
2. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the
Fund, or Fund's 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
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 the Intermediary during the period covered by the request.
A. PERIOD COVERED BY REQUEST. Requests must set forth a specific period for
which transaction information is sought, which will generally not exceed ninety
(90) calendar days of transaction information. The Fund, or Fund's designee,
will not request transaction information older than twelve (12) months from the
date of the request unless the Fund deems it 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.
B. FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit the
requested information that is on its books and records to the Fund, or Fund's
designee, promptly, but in any event not later than five (5) business days or
such other time as agreed to by the Fund, after receipt of a request. If
requested by the Fund, or Fund's designee, Intermediary agrees to use its best
efforts to determine promptly whether any specific person about whom it has
received the identification and transaction information specified in 2 above is
itself a financial intermediary ("INDIRECT INTERMEDIARY") and, upon further
request of the Fund, or Fund's designee, promptly (within the time period
designated above): (i) provide or arrange to provide to the Fund, or Fund's
designee, the information in 2 above for those shareholders who hold an account
with an Indirect Intermediary, or (ii) if directed by the Fund or Fund's
designee, restrict or prohibit further purchases of Fund shares from such
Indirect Intermediary. In such instances, Intermediary agrees to inform the
Fund, or Fund's designee, 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, or Fund's designee, 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.
C. 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.
3. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund, or Fund's designee, to restrict or prohibit further
purchases or exchanges of Shares for a Shareholder that has been identified by
the Fund, or Fund's 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.
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A. 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 Shareholder(s) or account(s) or other agreed upon information to which the
instruction relates.
B. 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 the Intermediary.
C. CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund, or Fund's designee, 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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first written above.
X. XXXX PRICE INVESTMENT X. XXXX PRICE SERVICES, INC.
SERVICES, INC.
By: By:
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Name: Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx
Title: Vice President Title: Vice President
Date: Date:
---------------------------- --------------------------------
INTERMEDIARY
By:
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Name:
--------------------------
Title:
--------------------------
Date:
--------------------------
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Intermediary: Please provide the following information:
INTERMEDIARY INFORMATION
Address 1:__________________________________
Address 2:__________________________________
Address 3:__________________________________
City:_______________________________________
State, Zip Code_____________________________
Phone:______________________________________
Email:______________________________________
If Company trades through NSCC, please also provide the NSCC Firm Number(s)
covered by this Agreement:_________;_______;______;_______.
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