RULE 22C-2 AGREEMENT
This Rule 22c-2 Agreement is entered into by and between Xxxxxx
Fiduciary Trust Company ("PFTC"), transfer agent, dividend-disbursing agent and
shareholder servicing agent for the Fund, Xxxxxx Retail Management Limited
Partnership ("PRM"), underwriter and distributor of the Fund, and Columbus Life
Insurance Company ("Intermediary").
WHEREAS, Xxxxxx Variable Trust, PRM and Intermediary have entered into a
Participation Agreement (the "Existing Agreement"), pursuant to which
Intermediary purchases shares in the Fund on behalf of variable annuity and
variable life insurance separate accounts ("separate accounts") to be offered as
investment options within variable life and/or variable annuity contracts
("Contracts");
WHEREAS, PRM, PFTC and Intermediary desire to enter into this Rule 22c-2
Agreement ("22c-2 Agreement") in compliance with Rule 22c-2 of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), which shall
supplement the terms of the Existing Agreement.
NOW THEREFORE, in consideration of the promises herein, PFTC, PRM and
Intermediary agree as follows:
I. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the
Fund, PFTC and/or PRM, upon written request from any of them, the
taxpayer identification number ("TIN"), the Individual/International
Taxpayer Identification Number ("ITIN"), or other government-issued
identifier ("GII"), and the Contract owner number or participant
account number, if known, associated with Shareholder(s) holding or
owning Shares through the separate account(s) and the amount, date and
transaction type (purchase, redemption, transfer, or exchange), for
each such Shareholder, of every purchase, redemption, transfer, or
exchange of Shares held or owned through a separate account maintained
by Intermediary during the period covered by the request; and upon
further request by the Fund, PFTC and/or PRM, Intermediary agrees to
provide the name or other identifier of any investment professional(s)
(if known) associated with the Shareholder(s) account which has been
identified by the Fund as having violated 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. Unless otherwise
specifically requested by the Fund, PFTC and/or PRM, Intermediary shall
only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated
Transfer Redemptions. The foregoing information shall be collectively
referred to herein as the "Shareholder Information."
a. PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 90 days from the date of the request,
for which Shareholder Information is sought. Notwithstanding
the foregoing, the Fund, PFTC and/or PRM may request
Shareholder Information older than 90 days from the date of
the request as deemed necessary or desirable to investigate
compliance with policies established
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from time to time by the Fund for the purpose of eliminating
or reducing any dilution of the value of the outstanding
shares issued by the Fund.
b. TIMING OF REQUESTS. Fund, PFTC and/or PRM requests for
Shareholder Information shall be made no more frequently than
quarterly except as the Fund, PFTC and/or PRM 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.
c. FORM AND TIMING OF RESPONSE. Intermediary agrees to provide
promptly, upon request of the Fund, PFTC and/or PRM, the
Shareholder Information. If requested by the Fund, PFTC and/or
PRM, Intermediary agrees to use best efforts to determine
promptly whether any specific person about whom the Fund, PFTC
and/or PRM has received Shareholder Information is itself a
financial intermediary ("indirect intermediary," within the
meaning of Rule 22c-2 of the Investment Company Act). If such
person is determined to be an indirect intermediary, then,
upon further request of the Fund, PFTC and/or PRM,
Intermediary shall promptly do either of the following: (i)
provide (or arrange to have provided), to the Fund, PFTC
and/or PRM, the Shareholder Information 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, PFTC and/or PRM 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, PFTC and/or
PRM should be consistent with the NSCC Standardized Data
Reporting Format.
d. LiMITATIONS ON USE OF INFORMATION. Without the prior written
consent of Intermediary, PFTC and PRM agree not to use the
information received for any purpose other than as necessary
to comply with the provisions of Rule 22c-2 or to fulfill
other regulatory or legal requirements of the Fund, PFTC
and/or PRM; and in all cases such information shall be subject
to the privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx
Act (Public Law 106-102) as may be applicable to PFTC and PRM.
II. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund, PFTC and/or PRM to restrict or prohibit
further purchases or exchanges of Shares by a Shareholder that has been
identified by the Fund, PFTC and/or PRM as having engaged in
transactions in Shares (directly or indirectly through Intermediary's
separate 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. Unless otherwise directed by the
Fund, PFTC and/or PRM, any such restrictions or prohibitions shall only
apply to Shareholder-Initiated Transfer Purchases or Shareholder-
Initiated Transfer Redemptions that are effected directly or indirectly
through Intermediary.
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a. FORM OF INSTRUCTIONS. Instructions must include the TIN, ITIN,
or GII, and the specific individual Contract owner number or
participant account number associated with Shareholder, if
known, and the specific restriction(s) to be executed. If the
TIN, ITIN, or GII or the specific individual Contract owner
number or participant account number associated with
Shareholder 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 promptly execute
instructions from the Fund, PFTC and/or PRM to restrict or
prohibit trading.
C. CONFIRMATION BY INTERMEDIARY. Intermediary must provide
written confirmation to the Fund, PFTC and/or PRM 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.
III. REMEDY. In the event that Intermediary fails or refuses to comply with
Sections I and II above, the Fund, PFTC and/or PRM may restrict or
prohibit Intermediary from purchasing, on behalf of itself or other
persons, including without limitation indirect intermediaries,
securities issued by the Fund. For purposes of this Section III,
"purchasing" does not include the automatic reinvestment of dividends.
IV. EFFECTIVE DATE. This 22c-2 Agreement shall be effective as of April 16,
2007.
V. INSTRUCTIONS. PFTC and PRM are entering into this 22c-2 Agreement on
their own behalf, as well as on behalf of the Fund, and any
instructions or directions given by PFTC or PRM shall be deemed to be
given by the Fund as well.
VI. DEFINITIONS. For purposes of this paragraph:
a. The term "Fund" means each Xxxxxx mutual fund covered under
the Existing Agreement, and any amendment thereto, that
constitutes a "Fund" as defined in Rule 22c-2(c)(2), and that
does not constitute an "excepted fund" as defined in Rule
22c-2(b), under the Investment Company Act.
b. The term "promptly" means as soon as reasonably practicable,
but not later than ten business days after Intermediary
receives instructions or a request from the Fund, PFTC and/or
PRM.
c. "Shareholder-Initiated Transfer Purchase" means a transaction
that is initiated or directed by a Shareholder that results in
a transfer of assets within a Contract 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 Contract to a Fund as a
result of "dollar cost averaging" programs,
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insurance company approved asset allocation programs, or
automatic rebalancing programs; (ii) pursuant to a Contract
death benefit; (iii) one-time step-up in Contract value
pursuant to a Contract death benefit; (iv) allocation of
assets to a Fund through a Contract as a result of payments
such as loan repayments, scheduled contributions, retirement
plan salary reduction contributions, or planned premium
payments to the Contract; or (v) prearranged transfers at the
conclusion of a required free look period.
d. The term "Shareholder-Initiated Transfer Redemption" means a
transaction that is initiated or directed by a Shareholder
that results in a transfer of assets within a Contract 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
Contract out of a Fund as a result of annuity payouts, loans,
systematic withdrawal programs, insurance company approved
asset allocation programs and automatic rebalancing programs;
(ii) as a result of any deduction of charges or fees under a
Contract; (iii) within a Contract out of a Fund as a result of
scheduled withdrawals or surrenders from a Contract; or (iv)
as a result of payment of a death benefit from a Contract.
e. The term "Shares" means the redeemable securities issued by a
Fund that are held of record by Intermediary.
f. The term "Shareholder" includes the beneficial owner of
Shares, whether the Shares are held directly or by
Intermediary in nominee name.
g. The term "written" includes electronic writings and facsimile
transmissions.
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IN WITNESS WHEREOF, Intermediary, PRM and PFTC have caused this 22c-2
Agreement to be executed by their duly authorized officers.
XXXXXX FIDUCIARY TRUST COLUMBUS LIFE INSURANCE COMPANY
COMPANY
By: /s/ Xxxxxx Xxxxxxxx By: /s/ X.X. Xxxxxx
______________________________ ______________________________
Name: Xxxxxx Xxxxxxxx Name: X.X. Xxxxxx
______________________________ ______________________________
Title: President Title: President
______________________________ ______________________________
Date February 12, 2007 Date: March 5, 2007
______________________________ ______________________________
By: /s/ Xxxxxx X. Xxxxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxxxx
______________________________
Title: Senior Vice President
______________________________
Date: March 5, 2007
______________________________
XXXXXX RETAIL MANAGEMENT
LIMITED PARTNERSHIP
By: /s/ Xxxx Xxxxxxx
______________________________
Name: Xxxx Xxxxxxx
______________________________
Title: Managing Director
______________________________
Date: February 12, 2007
______________________________
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