AIM Funds Intermediary Agreement Regarding Compliance with SEC Rule 22c-2 (the
"Agreement")
This Agreement is made and entered into as of April 16, 2007 by and between AIM
Investment Services, Inc. (the "Transfer Agent"), a Delaware corporation, and
Valley Forge Life Insurance Company (as successor by merger to Sage Life
Assurance of America, Inc.) ("Intermediary") with an effective date of October
16, 2007.
Recitals
WHEREAS, Transfer Agent is entering into this Agreement as agent and on behalf
of certain AIM mutual funds, including any separate series or portfolios
thereof, whether existing at the date of this Agreement or established
subsequent hereto (the "Funds");
WHEREAS, Transfer Agent is the transfer agent for the Funds;
WHEREAS, Prior to the effective date of this 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, the Intermediary issues certain variable life insurance and variable
annuity contracts (the "Contracts") that are supported by The Sage Variable Life
Account A and The Sage Variable Annuity Account A (the "Separate Accounts");
WHEREAS, the Separate Accounts have been established by the Intermediary to
invest assets attributable to the Contracts in shares of the Funds;
WHEREAS, the Intermediary purchases and redeems Shares of the Funds on behalf of
the Separate Accounts to fund the Contracts in accordance with Shareholder
directions and the terms of the Contracts;
WHEREAS, Rule 22c-2 (the "Rule") under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), requires the Funds or Transfer Agent to
enter into a written shareholder information agreement with each financial
intermediary (as defined by the Rule) of the Funds;
WHEREAS, Funds has identified Intermediary as a financial intermediary of the
Funds;
WHEREAS, Transfer Agent has agreed to administer the Funds' compliance program
related to the Rule; and
WHEREAS, this Agreement sets forth the terms and conditions for information
sharing for the Transfer Agent, Funds, and Intermediary in accordance with the
Rule.
NOW, THEREFORE, the premises considered, and in consideration of the mutual
covenants contained in this Agreement, Transfer Agent and Intermediary agree as
follows:
1. Definitions. The following definitions shall apply to this Agreement.
(a) The term "Fund" includes Transfer Agent, the Funds' principal underwriter
and/or the Funds. The term does not include any "excepted funds" as defined in
Rule 22c-2(b) under the Investment Company Act.(1)
(b) The term "Shares" means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the Investment Company
Act that are held by the Intermediary.
(c) The term "Shareholder" means the owner of interests in a Contract issued by
the Intermediary, or a participant in an employee benefit plan with a beneficial
interest in a Contract.
(d) The term "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 the 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 the Fund as a result
of "dollar cost averaging" programs, Intermediary-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) step-ups in Contract value pursuant to a Contract living benefit;
(v) allocation of assets to the 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 (vi)
pre-arranged transfers at the conclusion of a required free look period.
(e) 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 the 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 the Fund as
a result of annuity payouts, loans, systematic withdrawal programs,
Intermediary-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 the 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.
(f) The term "written" includes electronic writings and facsimile transmissions.
2. (a) Agreement to Provide Shareholder Information. Intermediary agrees to
provide the Transfer Agent, upon written request from the Fund, the taxpayer
identification number ("TIN"), the Individual/International Taxpayer
Identification Number ("ITIN")(2), or other government-issued identifier ("GII")
and the Contract owner number or participant account number associated with the
Shareholder, if known, of any or all Shareholder(s) of the account(s), and the
amount, date, and transaction type (purchase, redemption, transfer, or exchange)
of every purchase, redemption, transfer, or exchange of Shares held through one
or more account(s) maintained by the Intermediary during the period covered by
the request. Unless otherwise specifically requested by the Fund, the
Intermediary shall only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer
Redemptions.
(b) 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 for each account for each trading
day in that period. The Fund or its designee will not request transaction
information older than ninety (90) days 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.
(c) Timing of Requests. Fund requests for Shareholder transaction information
shall be made no more frequently than quarterly except as the Fund 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.
(d) Form and Timing of Response. Intermediary agrees to provide promptly, upon
request of the Fund or its designee, but in no event, later than ten (10)
business days after receipt of a request, the requested information specified in
section 2(a) above. If requested by the Fund or its designee Intermediary agrees
to use its best efforts to determine promptly whether any specific person about
whom it has received the transaction information specified in section 2(a) above
is itself a financial intermediary ("Indirect Intermediary") and, upon further
request of the Fund or its designee promptly either: (i) provide (or arrange to
have provided to the Fund, or its designee) the transaction information set
forth in section 2(a) 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. In such instance, Intermediary agrees to inform the Fund or its
designee whether Intermediary plans to perform (i) or (ii). Responses required
by this paragraph must be communicated in writing and in a format mutually
agreed upon by Fund and Intermediary. To the extent practicable, the format for
any transaction information provided to the Fund or its designee should be
consistent with the NSCC Standardized Data Reporting Format. For purposes of
this provision, the term "Indirect Intermediary" has the same meaning as in the
Rule.
(e) Limitations on Use of Information. The Fund agrees that the Fund and its
designees will not use the transaction information received pursuant to this
Agreement for any purpose other than as necessary to comply with the provisions
of the Rule or to fulfill other regulatory or legal requirements subject to the
privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102)
and comparable state laws.
3. (a) Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from the Fund or its designee to restrict or prohibit further
purchases or exchanges of Shares by a Shareholder that has been identified by
the Fund or its designee as having engaged in transactions of the Fund's Shares
(directly or indirectly through the Intermediary's account) that violate market
timing or frequent trading 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, 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. Instructions must be received by Intermediary
at the following address, or such other address that Intermediary may
communicate to Fund or its designee, in writing from time to time, including, if
applicable, an e-mail and/or facsimile telephone number:
Valley Forge Life Insurance Company
Attn: Xxxxxx Xxxxx
00000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Xxxxxx_Xxxxx@xxxxxxx.xxx
(000) 000-0000
(b) Form of Instructions. Instructions must include the TIN, ITIN, or GII and
the specific individual Contract owner number or participant account number
associated with the Shareholder, if known, and the specific restriction(s) to be
executed, including how long the restriction(s) is (are) to remain in place. If
the TIN, ITIN, GII or the specific individual Contract owner number or
participant account number associated with the 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.
Upon request of the Intermediary, Fund agrees to provide (through the Fund or
its designee) to the Intermediary, along with any written instructions to
prohibit further purchases or exchanges of Shares by Shareholder, information
regarding those trades of the Contract owner that violated the Fund's policies
relating to eliminating or reducing any dilution of the value of the Fund's
outstanding Shares.
(a) 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.
(b) Confirmation by Intermediary. Intermediary must provide written confirmation
to the Fund or its 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.
4. Construction of the Agreement; Fund Participation Agreements. The Fund and
Intermediary have entered into one or more Fund participation agreements
("Participation Agreements") between or among them for the purchase and
redemption of Shares of the Fund by the Intermediary in connection with the
Contracts. This Agreement amends those Participation Agreements and constitutes
the entire understanding between the Fund and Intermediary as to the Fund's and
Intermediary's obligations with respect to the matters discussed herein. To the
extent the terms of this Agreement directly conflict with the terms of a
Participation Agreement, the terms of this Agreement shall control.
5. Termination. This Agreement will terminate upon the termination of the
Participation Agreements.
6. Indemnification. The Fund agrees to indemnify and hold harmless Intermediary
from any and all liability, claim, loss, demand, damages, costs and expenses
(including reasonable attorney's fees) arising in connection with third party
claim or action brought against Intermediary as a result of any unauthorized
disclosure of a Shareholder's TIN, ITIN, or GII or the specific individual
Contract owner number or participant account number associated with the
Shareholder provided to the Fund or its designee in response to a request for
Shareholder transaction information pursuant to the terms of this Agreement.
7. Funds as Third-Party Beneficiaries. As required by the Rule, the Transfer
Agent is entering into this Agreement as agent and on behalf of the Funds. The
Funds shall have the right to enforce all terms and provisions of this Agreement
against any and all parties hereto and otherwise involved in the activities
contemplated herein.
Agreed and Executed:
AIM Investment Services, Inc., Valley Forge Life Insurance Company
On behalf of [legal name of AIM Funds] (Legal Name of Intermediary)
By:_________________________________________ By:_____________________________
Name: Xxxxxxx X. Xxxxxx, Xx. Name:___________________________
Title: President Title:__________________________
Date:__________________________ Date:___________________________
Address for delivery of notices hereunder: Address for delivery of notices hereunder:
00 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxx Xxxxx Life Insurance Company
Xxxxxxx, Xxxxx 00000-0000 Attn: Xxxxxx Xxxxx
Attention: General Counsel 00000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
(1) As defined in 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.
(2) 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 from the Social Security Administration. The Rule
inadvertently refers to the ITIN as the International Taxpayer Identification
Number.
