Exhibit (h)(xiv)
RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT REGARDING
THE PERFORMANCE FUNDS
WHEREAS Intermediary (as that term is defined below) has entered into a Dealer
Agreement, Selling Group Member Agreement, Participation Agreement, Service
Agreement, or similar Agreement (the "Agreement") with either the Fund (as that
term is defined below) or an entity acting on behalf of the Fund;
WHEREAS, the Intermediary and Fund Agent (as that term is defined below) now
wish to supplement the Agreement by adding a Shareholder Information Agreement
pursuant to this Addendum. (The Fund Agent and the Intermediary shall be
collectively referred to herein as the "Parties" and individually as a "Party");
WHEREAS, the Parties wish to adopt the model contractual language proposed by
the Investment Company Institute to address the Rule 22c-2 redemption fee rule
requirements;
WHEREAS, this Shareholder Information Agreement shall inure to the benefit of
and shall be binding upon the undersigned and each such entity shall be either a
Fund Agent or Intermediary for purposes of this Shareholder Information
Agreement.
NOW THEREFORE, in consideration of the terms, covenants and conditions contained
herein, and other valuable consideration, the receipt and sufficiency of which
are acknowledged herein, the Parties agree as follows:
As used in this Shareholder Information Agreement, the following terms shall
have the following meanings, unless a different meaning is clearly required by
the context:
Client-shareholders shall mean those clients of the Intermediary who maintain an
interest in an account with the Fund who receive administrative services from
the Intermediary.
Intermediary shall mean: (i) any broker, dealer, bank, or other entity that
holds securities of record issued by the Fund in nominee name; and (ii) in the
case of a participant-directed employee benefit plan that owns securities issued
by the Fund: (1) a retirement plan administrator under ERISA or (2) any entity
that maintains the plan's participant records.
Fund Agent is either: (i) an investment adviser to or administrator for the
Funds; (ii) the principal underwriter or distributor for the Funds; or (iii) the
transfer agent for the Funds.
Effective the date this Shareholder Information Agreement is signed by both
parties, the Agreement is supplemented by this Shareholder Information Agreement
as follows:
ADDENDUM
A Shareholder Information Agreement is addended to the Agreement,
providing as follows:
SHAREHOLDER INFORMATION
1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to
provide the Fund, 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 the
Intermediary during the period covered by the request.
1.1 PERIOD COVERED BY REQUEST. Requests must set forth a
specific period, not to exceed 180 days from the
date of the request, for which transaction
information is sought. The Fund may request
transaction information older than 180 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.
Those funds that decide to obtain daily feeds of
transaction information on an ongoing basis may want
to use the following language in lieu of the above:
PERIOD COVERED BY REQUEST. Unless otherwise directed
by the Fund, Intermediary agrees to provide the
information specified in Section 1 for each trading
day.
1.2 FORM AND TIMING OF RESPONSE. Intermediary agrees to
transmit the requested information that is on its
books and records to the Fund or its designee
promptly, but in any event not later than ten (10)
business days, after receipt of a request.
If the requested information is not on the
Intermediary's books and records, Intermediary
agrees to: (i) provide or arrange to provide to the
Fund the requested information from shareholders who
hold an account with an indirect intermediary, or
(ii) if directed by the Fund, block further
purchases of Fund Shares from such indirect
intermediary. In such instance, Intermediary 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
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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 SEC Rule
22c-2 under the Investment Company Act.
1.3 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.
2. 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 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.
2.1 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.
2.2 TIMING OF RESPONSE. Intermediary agrees to execute
instructions as soon as reasonably practicable, but
not later than five business days after receipt of
the instructions by the Intermediary.
2.3 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 business days
after the instructions have been executed.
3. DEFINITIONS. For purposes of this Shareholder Information
Agreement:
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3.1 The term "Fund" includes the fund's principal
underwriter and transfer agent. The term not does
include any "excepted funds" as defined in SEC Rule
22c-2(b) under the Investment Company Act of 1940. (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.)
3.2 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 the Intermediary.
3.3 The term "Shareholder" means the beneficial owner of
Shares, whether the Shares are held directly or by the
Intermediary in nominee name.
Alternative for use with retirement plan
recordkeepers:
3.3 The term "Shareholder" means the Plan
participant notwithstanding that the Plan may
be deemed to be the beneficial owner of
Shares.
Alternative for use with insurance companies:
3.3 The term "Shareholder" means the holder of
interests in a variable annuity or variable
life insurance contract issued by the
Intermediary.
3.4 The term "written" includes electronic writings and
facsimile transmissions.
* * * * * * * *
Except as specifically set forth in this Shareholder Information Agreement, all
other provisions of the Agreement shall remain in full force and effect, and the
Fund Agent shall not become a party to the Agreement by entering to this
Shareholder Information Agreement Addendum.
IN WITNESS WHEREOF, the parties have executed this Shareholder Information
Agreement as of the date set forth below.
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PRINT NAME PRINT NAME
OF INTERMEDIARY: OF FUND AGENT:
BISYS FUND SERVICES OHIO, INC.
____________________________ ____________________________
BY: ________________________ BY: ________________________
NAME: ______________________ NAME: ______________________
TITLE: ___________________ TITLE: ____________________
DATE:_______________________ DATE:_______________________
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