RULE 22c-2 ADDENDUM
This
Addendum is made as of ________, 2006, between the ALPS Distributors, Inc.
(“ADI”), and [Org Name] (“Intermediary”) as a supplement to the distribution
and/or shareholder servicing agreement dated
[effective date] (“Agreement”)
between the aforementioned parties concerning the offering of each mutual fund
portfolio contemplated in the Agreement (each a “Fund” or collectively the
“Funds”). This Addendum has an effective date of [insert]. Prior to the
effective date of this Addendum, the Intermediary agrees 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 requests.
WHEREAS,
the parties desire to enter into this Addendum to enable each Fund to meet
its
obligations under Rule 22c-2 of the Investment Company Act of 1940, as amended
(the “1940 Act”).
NOW
THEREFORE, in consideration of the mutual promises made under the Agreement,
the
parties agree to the following additional terms and conditions:
1.
Agreement
to Provide Information. Intermediary agrees to provide 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 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.
(i)
Period
Covered by Request. Unless otherwise directed by the Fund, Intermediary agrees
to provide the information specified in Section 1 for each trading
day.
(ii)
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 five business days, after receipt of a request. If
the
requested information is not on the Intermediary’s books and records,
Intermediary agrees to use best efforts to determine promptly whether any
specific person about whom it has received the identification and transaction
information specified in 1. (above) is itself a financial intermediary
(“Indirect
______________________
[*
According to the IRS’ website, the ITIN refers to the Individual Taxpayer
Identification number, which is a nine-digit number that always begins with
the
number 9 and has a 7 or 8 in the fourth digit, example 9XX-7X-XXXX. The IRS
issues ITINs to individuals who are required to have a U.S. taxpayer
identification number but who do not have, and are not eligible to obtain
a
Social Security Number (SSN) from the Social Security Administration (SSA).
SEC
Rule 22c-2 inadvertently refers to the ITIN as the International Taxpayer
Identification Number.]
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 1. (above)
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.
(iii)
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 or utilized by the
Fund for the purpose of eliminating or reducing any dilution of the value of
the
outstanding Shares issued by the Fund.
(i)
Form
of
Instructions. Instructions between the parties to restrict or prohibit further
purchases or exchanges of Fund Shares 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.
(ii)
Timing
of
Response. Intermediary agrees to execute instructions as soon as reasonably
practicable, but not later than five business days after the instructions have
been received. Any instructions to restrict trading must be signed and dated
upon receipt by the Intermediary and a copy of such sent to the
Fund.
(iii)
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 Addendum:
(i) 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
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(ii)
The
term
“Shares” means the interest of Shareholders corresponding to the redeemable
securities of record issued by the Fund under the 1940 Act that are held by
the
Intermediary.
(iii)
The
term
“Shareholder means as applicable:
(a)
the
beneficial owner of Shares, whether the Shares are held directly or by the
Intermediary in nominee name; or
(b)
the
Plan participant, notwithstanding that the Plan may be deemed to be the
beneficial owner of the Shares; or
(c)
the
holder of interests in a variable annuity or variable life insurance contract
issued by the Intermediary.
(iv)
The
term
“written” includes electronic writings and facsimile transmissions.
(v)
The
term
“Intermediary” shall mean a financial intermediary” as defined in SEC Rule
22c-2.**
(vi)
The
term
“purchase” does not include the automatic reinvestment of
dividends.
4.
Notices.
Notices to be sent to the Fund shall be sent to:
▇.▇.
▇▇▇▇▇▇▇ & Co., Growth Fund, Inc.
Director
of Fund Administration
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Tel:
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Fax:
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Notices
to be sent to the Intermediary shall be sent to:
_____________________
_____________________
_____________________
_____________________
Notices
to be sent to ADI shall be sent to:
ALPS
Distributors, Inc.
___________________
**
Rule
22c-2 defines “financial intermediary” to mean: (i) any broker-dealer, bank, or
other person that holds securities issued by the fund, in nominee name; (ii)
a
unit investment trust or fund that invests in the fund in reliance on section
12(d)(1)(E) of the Investment Company Act; and (iii) in the case of a
participant-directed employee benefit plan that owns the securities issued
by
the fund, a retirement plan’s administrator under section 3(16)(A) of ERISA or
any person that maintains the plan’s participant records.
Attn:
Legal Department
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Tel:
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Fax:
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IN
WITNESS WHEREOF, this Addendum has been executed by a duly authorized
representative of each party of this Addendum.
ALPS
Distributors, Inc.
__________________________
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▇.
May
Managing
Director
Date:
Intermediary:
__________________________
By:
Title:
Date: