Contract
Exhibit 24(b)(8.159)
RULE 22C-2 AGREEMENT
This AGREEMENT, effective October 10, 2007, will become operational as of the 16th day of October,
2007, between Xxxxxxxxx Securities Corporation (the “Underwriter”) as principal underwriter for each
of the funds listed on the attached Schedule A (the “Funds”) and [ING Life Insurance and Annuity
Company, ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
Insurance Company, ReliaStar Life Insurance Company of New York, and Systematized Benefits
Administrators Inc. (individually an “Intermediary” and collectively the “Intermediaries”).
WHEREAS, the Underwriter and the Intermediary have entered into a fund participation and/or selling
and service agreement dated [______________________];
WHEREAS, the Intermediaries have adopted policies and procedures to monitor and deter excessive
trading activity with in the mutual funds, including the Funds, available through the variable annuity,
variable life insurance and variable retirement plan products which the Intermediaries offer;
WHEREAS, the Underwriter, the Funds, or the Funds' investment advisor has adopted policies and
procedures to protect the Funds and their respective shareholders from potentially harmful frequent
trading;
WHEREAS, such policies and procedures include reserving the right to reject certain transactions
initiated by variable annuity, variable life insurance and variable retirement plan contract owners;
WHEREAS, this Agreement is being entered into to assist the Funds in meeting their goal of restricting
potentially harmful frequent trading within the Funds;
WHEREAS, the parties desire to otherwise comply with the requirements under Rule 22c-2 of the
Investment Company Act of 1940, as amended (“Rule 22c-2”); and
WHEREAS, SEC Rule 22c-2 requires financial intermediaries transacting in mutual fund shares to
agree in writing with a Fund or its principal underwriter to provide the Fund with certain underlying
shareholder data and to abide by instructions for the Fund related to those shareholders.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which consideration
is full and complete, the Underwriter and the Intermediaries hereby agree as follows:
| A. | Definitions. For the purposes of this agreement. | |
| 1. | The term “Fund” shall mean an open-ended management investment company that is | |
| registered | or required to register under Section 8 of the Investment Company Act of 1940 and includes | |
| (i) | an investment adviser to or administrator for the Fund; (ii) the principal underwriter or distributor for | |
the Fund; or (iii) the transfer agent for the Fund. The term does not include any “excepted funds” as
defined in SEC Rule 22c-2 under the Investment Company Act of 1940.
2. The term “Shares” means the interests of Shareholders corresponding to the redeemable
securities of record issued by the Funds under the Investment Company Act of 1940 that are held by the
A-1
Intermediaries and available through the variable annuity, variable life insurance and variable retirement
plan products which they offer (the “Variable Products”).
3. The term “Shareholder” means the holder of interests in a variable annuity, variable life
insurance or variable retirement plan contract issued by the Intermediary.
4. The term “Shareholder-Initiated Transfer Purchase” means a transaction that is initiated
or directed by an owner of a Variable Product that results in a transfer of assets within a Variable
Product to a Fund, but does not include transactions that are executed: (i) automatically pursuant to a
contractual or systematic program or enrollment such as transfer of assets within a Variable Product to a
Fund as a result of “dollar cost averaging” programs, insurance company approved asset allocation
programs, or automatic rebalancing programs; (ii) pursuant to a Variable Product death benefit; (iii) one-
time step-up in contract value pursuant to a Variable Product death benefit; (iv) allocation of assets to a
Fund through a Variable Product as a result of payments such as loan repayments, scheduled
contributions, retirement plan salary reduction contributions, or premium payments to the Variable
Product; or (v) pre-arranged transfers at the conclusion of a required free look period.
5. The term “Shareholder-Initiated Transfer Redemption” means a transaction that is
initiated or directed by an owner of a Variable Product that results in a transfer of assets within a
Variable Product out of a Fund, but does not include transactions that are executed: (i) automatically
pursuant to a contractual or systematic program or enrollments such as transfers of assets within a
Variable Product out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs,
“dollar cost averaging” programs, insurance company approved asset allocation programs, or automatic
rebalancing programs; (ii) as a result of any deduction of charges or fees under a Variable Product; (iii)
within a Variable Product out of a Fund as a result of scheduled withdrawals or surrenders from a
Variable Product; (iv) as a result of payment of a death benefit from a Variable Product
6. The term “written” includes electronic writings and facsimile transmissions.
| B. | Agreement to Provide Shareholder Information. |
1. Each Intermediary agrees to provide the Fund, upon written request, the following
shareholder information involving the Funds:
| a. | The taxpayer identification number (“TIN”) or any other government issued identifier, if known, that would provide acceptable assurances of the identity of each shareholder that has purchased, redeemed, transferred or exchanged shares of a Fund through an account directly maintained by the Intermediaries during the period covered by the request; |
| b. | The amount and dates of, and the Variable Product(s) associated with, such shareholder purchases, redemptions, transfers and exchanges; and |
| c. | Any other data mutually agreed upon in writing. |
A-1
2. Unless otherwise specifically requested by the Fund, the Intermediaries shall only be
required to provide information relating to Shareholder-Initiated Transfer Purchases or Shareholder-
Initiated Transfer Redemptions.
3. Requests to provide shareholder information shall set forth the specific period for which
transaction information is sought. However, unless otherwise agreed to by the Intermediaries, any such
request will not cover a period of more than 180 consecutive calendar days from the date of the request.
The Fund may request transaction information older than 180 calendar days from the date of request as
it deems necessary to investigate compliance with policies established by the Funds for the purpose of
eliminating or reducing dilution of the value of outstanding Funds shares.
4. The Intermediaries agree to provide, promptly upon written request of the Fund the
shareholder information requested. If requested by the Fund, the Intermediaries agree to use best efforts
to determine promptly whether any specific person about whom they have received shareholder
information is itself a financial intermediary (“indirect intermediary”) and, upon further written request
of the Fund, promptly either (i) provide (or arrange to have provided) shareholder information for those
shareholders who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect
intermediary from purchasing shares, in nominee name on behalf of other persons, securities issued by a
Fund. 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 Shareholder Information
provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format.
| C. | Agreement to Restrict Trading. |
1. Each Intermediary agrees to execute written instructions from the Fund to restrict or
prohibit further purchases or exchanges involving Fund shares by a shareholder who has been identified
by the Fund as having engaged in transactions in shares of a Fund (through an account directly
maintained by the Intermediary) that violate the policies and procedures established by the Funds for the
purposes of eliminating or reducing frequent trading of Fund shares. Unless otherwise directed by the
Fund, any such restrictions or prohibitions shall only apply to Shareholder-Initiated Transfer Purchases
or Shareholder-Initiated Transfer Redemptions that are effected directly through the Intermediary.
2(a) For those shareholders whose information is on the Intermediaries’ books and records,
the Intermediaries agree to execute or have executed the written instructions from the Fund or its
designee to restrict or prohibit trading as soon as reasonably practicable after receipt of the instructions
by the Intermediaries. The Intermediaries will provide written confirmation to the Fund as soon as
reasonably practicable after the instructions have been executed.
2(b) For those shareholders whose information is not on the Intermediaries’ books and records
the Intermediaries agree to execute or have executed the written instructions from the Fund to restrict or
prohibit trading as soon as reasonably practicable after receipt of the instructions by the Intermediaries.
The Intermediaries will provide written confirmation to the Fund as soon as reasonably practicable that
such instructions have or have not been executed. If an indirect intermediary is unable or unwilling to
restrict or prohibit trading by a Shareholder, upon the Funds’ written request, the Intermediary will
restrict or prohibit transactions in Fund shares by the indirect intermediary.
A-1
3. Instructions to restrict or prohibit further purchases or exchanges involving Fund shares
must include:
a. Upon further request from an Intermediary, a statement from the Fund that
the shareholder’s trading activity has either violated the Fund’s frequent trading policy
or, in the Fund’s sole discretion, such trading activity has been deemed disruptive;
b. The specific restriction(s) and/or prohibition(s) to be executed, including the
length of time such restriction(s) and/or prohibition(s) shall remain in place;
c. The TIN or any other government issued identifier, if known by the Fund,
that would help the Intermediaries determine the identity of affected
shareholder(s); and
d. Whether such restriction(s) and/or prohibition(s) are to be executed in relation to
all of the affected shareholder’s Variable Products, only the type of Variable Product(s)
through which the affected shareholder engaged in transaction activity which triggered
the restriction(s) and/or prohibition(s) or in some other respect. In absence of direction
from the Fund in this regard, restriction(s) and/or prohibition(s) shall be executed as they
relate to the Intermediary’s Variable Product(s) through which the affected shareholder
engaged in the transaction activity which triggered the restriction(s) and/or prohibition(s).
The Fund agrees to reimburse the Intermediaries for extraordinary costs they incur directly resulting
from: (1) complying with requests to provide the Fund with shareholder information that is older than
one year or (2) requests by the Fund to implement non-routine purchase restrictions such as blocking
new money through payroll/ACH deposits. The Fund and the Intermediaries must agree to costs
regarding the provision of the information pursuant to this Section.
D. Limitation on Use of Information.
The Fund agrees neither to use the information received from the Intermediary for any purpose other
than to comply with SEC Rule 22c-2 and other applicable laws, rules and regulations, nor to share the
information with anyone other than its employees who legitimately need access to it. Neither the Fund
nor any of its affiliates or subsidiaries may use any information provided pursuant to this Agreement for
marketing or solicitation purposes. The Fund will take such steps as are reasonably necessary to ensure
compliance with this obligation.
The Fund shall indemnify and hold the Intermediaries, individually and collectively, (and any of their
respective directors, officers, employees, or agents) harmless from any damages, loss, cost, or liability
(including reasonable legal fees and the cost of enforcing this indemnity) arising out of or resulting from
any unauthorized use of or disclosure by the Fund of the information received from the Intermediaries
pursuant to this Agreement. In addition, because an award of money damages (whether pursuant to the
foregoing sentence or otherwise) may be inadequate for any breach of this provision and any such
breach may cause the Intermediaries irreparable harm, the Fund also agrees that, in the event of any
breach or threatened breach of this provision, the Intermediaries will also be entitled, without the
requirement of posting a bond or other security, to seek equitable relief, including injunctive relief and
A-1
specific performance. Such remedies will not be the exclusive remedies for any breach of this provision
but will be in addition to all other remedies available at law or in equity to the Intermediaries.
In the event that the Fund is required by legal process, law, or regulation to disclose any information
received from the Intermediaries pursuant to this Agreement, the Fund shall use best efforts to provide
Intermediaries with prompt written notice of such requirement as far in advance of the proposed
disclosure as possible so that the Intermediaries (at their expense) may either seek a protective order or
other appropriate remedy which is necessary to protect their interests or waive compliance with this
provision to the extent necessary.
E. Prior Agreements.
The terms of this Agreement supplement the fund participation and/or selling and service agreements
and to the extent the terms of this Agreement conflict with the terms of the fund participation and/or
selling and service agreements, the terms of this Agreement will control. This Agreement will terminate
upon termination of the fund participation and/or selling and service agreements.
| F. | Notices. |
| 1. Except as otherwise provided, all notices and other communications hereunder shall be in | |
| writing | and shall be sufficient if delivered by hand or if sent by confirmed facsimile or e-mail, or by |
mail, postage prepaid, addressed:
| a. | If to Intermediaries, to: | |
| ING U.S. Financial Services | ||
| Attention: [Xxxxxxxxxx Xxxxxxx] | ||
| Address: | [151 Xxxxxxxxxx Xxxxxx] | |
| [Xxxxxxxx, XX 00000-0000] | ||
| Phone: | [000-000-0000] | |
| Fax: | [000-000-0000] | |
| Email: | [Xxxxxxxxxx.Xxxxxxx@xx.xxx.xxx] | |
| Effective December 17, 2007 | ||
| ING U.S. Financial Services | ||
| Xxx Xxxxxx Xxx | ||
| Xxxxxxx, XX 00000-0000 | ||
| b. | If to the Fund, to: | |
| Xxxxxxxxx Securities Corporation | ||
| Attention: Xxxxx Xxxxxxxx | ||
| Address: | 000 Xxxx Xxxxx Xxxxxx, Xxxxxx Xxxxx | |
| Xxxxx Xx, Xxx Xxxxxx 00000 | ||
| Phone: | 000-000-0000 | |
| Fax: | 505-984=8973 | |
| Email: | xxxxxxxxx@xxxxxxxxx.xxx | |
A-1
2. The parties may by like notice, designate any future or different address to which
subsequent notices shall be sent. Any notice shall be deemed given when received.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed in its
name and on its behalf by its duly authorized officer as of the date first written above.
| ING Life Insurance and Annuity Company | Systematized Benefits Administrators Inc. | ||
| By: | /s/ Xxxxxxxxxx Xxxxxxx | By: | /s/ Xxxxxxxxxx Xxxxxxx |
| Name | Xxxxxxxxxx Xxxxxxx | Name and | Xxxxxxxxxx Xxxxxxx |
| and Title: | Authorized Representative | Title: | Authorized Representative |
| ING National Trust | Xxxxxxxxx Securities Corporation | ||
| By: | /s/ Xxxxxxxxxx Xxxxxxx | By: | /s/ Xxxxx Xxxxxxxx |
| Name | Xxxxxxxxxx Xxxxxxx | Name | Xxxxx Xxxxxxxx |
| and Title: | Authorized Representative | and Title: | Vice President |
| ING USA Annuity and Life Insurance | |||
| Company | |||
| By: | /s/ Xxxxxxxxxx Xxxxxxx | ||
| Name | Xxxxxxxxxx Xxxxxxx | ||
| and Title: | Authorized Representative | ||
| ReliaStar Life Insurance Company | |||
| By: | /s/ Xxxxxxxxxx Xxxxxxx | ||
| Name | Xxxxxxxxxx Xxxxxxx | ||
| and Title: | Authorized Representative | ||
| ReliaStar Life Insurance Company of New | |||
| York | |||
| By: | /s/ Xxxxxxxxxx Xxxxxxx | ||
| Name | Xxxxxxxxxx Xxxxxxx | ||
| and Title: | Authorized Representative | ||
A-1
Schedule A
Xxxxxxxxx Securities Corporation (the “Fund”) is principal underwriter for each
series/portfolio of the following funds:
- Xxxxxxxxx Limited Term U.S. Government Fund - Retirement Class Shares
- Xxxxxxxxx Limited Term Income Fund - Retirement Class Shares
- Xxxxxxxxx Value Fund - Retirement Class Shares
- Xxxxxxxxx International Value Fund - Retirement Class Shares
- Xxxxxxxxx Core Growth Fund - Retirement Class Shares
- Xxxxxxxxx Investment Income Builder Fund - Retirement Class Shares
A-1
