Shareholder Information Agreement (Under Rule 22c-2(a) (2) of the Investment Company Act of 1940)
Item 26(h)(xxi)(b)
(Under Rule 22c-2(a) (2) of the Investment Company Act of
1940)
This
Shareholder Information Agreement ("Agreement") is effective as of the 16th day
of April, 2007 by and among the Columbia Management Services, Inc. ("CMSI")
("Fund"), and the Transamerica Financial Life Insurance Company, Transamerica
Life Insurance Company, Transamerica Occidental Life Insurance Company,
Monumental Life Insurance Company, and Peoples Benefit Life Insurance Company*
(collectively, "Insurers").
As used
in this Agreement, the following Xxxxxx shall have the following meanings,
unless a different meaning is clearly required by the contexts:
The term
"Intermediary" shall mean an insurance company separate account which is not
determined to be an indirect intermediary as such term is defined in SEC Rule
22c-2.
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(b) under the Investment Company Act of 1940.1
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.
The term
"Shareholder" means the holder of interests in a variable annuity or variable
life insurance contract issued by the Intermediary ("Contract"), or a
participant in an employee benefit plan with a beneficial interest in a
Contract.
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 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, insurance company approved asset allocation programs,
managed account 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) pre-arranged transfers at the conclusion of a required free
look period.
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As
defined in SEC Rule 22c-2(b), term "excepted fund" means any: (I) 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.
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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, managed account 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; (iv) as a result of payment
of a death benefit from a Contract; (v) as part of a Contract discontinuance or
termination of the employee benefit plan; or (vi) as normal participant
withdrawals from employee benefit plans made on account of termination, loans,
hardship, etc.
NOW,
THEREFORE, the Fund and the Intermediaries hereby agree as follows: Shareholder
Information
1.Agreement to Provide
Information. Intermediary agrees to provide the Fund or its
designee, upon written request, the taxpayer identification ("TIN"), the
IIndividual/InternationalTaxpayer Identification Number ("ITIN"), , 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, and the amount, date 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. 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.
1.1 Period Covered by Request.
Requests must set forth a specific period, not to exceed 90 calendar days
from the date of the request, for which transaction information is sought. The
Fund may request transaction information older than 90 calendar 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.
1.2 Timing of Requests. Fund
requests for Shareholder 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
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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.
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eliminating
or reducing any dilution of the value of the outstanding shares issued by the
Fund.
1.3 Form and Timing of Response.
(a) Intermediary agrees to provide, promptly upon request of the Fund or
its designee, the requested information specified in 1. If requested by the Fund
or its designee, 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 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) the information set
forth in 1 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).
(b) Responses
required by this paragraph must be communicated in writing and in a format
mutually agreed upon by the Fund or its designee and the Intermediary;
and
(c) To the
extent practicable, the format for any transaction information provided to the
Fund should be consistent with the NSCC Standardized Data Reporting
Format.
1.4 Limitations on Use of Information.
The Fund agrees not to use the information received pursuant to this
Agreement for any purpose other than as necessary to comply with the provisions
of Rule 22c-2, 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.
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 have 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.
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 an
Intermediary at the following address, or such other address that the
Intermediary may communicate to the Fund in writing from time to time,
including, if applicable, an e-mail and/or facsimile telephone
number:
FMG
Separate Accounts Group
0000
Xxxxxxxx Xxxx, XX
Mail
Drop 0000
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Xxxxx Xxxxxx, XX 00000
FAX: (000) 000-0000
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Primary
Email:
XXXXxxxxxxxXxxxxxxxXxxxx@XXXXXXXX.xxx
Xxxxxx
Xxxx
Xxxxx Xxxxxx
Phone:
(000)
000-0000 Phone:
(000) 000-0000
xxxxx@XXXXXXXX.xxx xxxxxxx@XXXXXXXX.xxx
2.1 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, Gil 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 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
holder that violated the Fund's policies relating to eliminating or reducing any
dilution of the value of the Fund's outstanding Shares.
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. Such confirmation should be sent
to:
Columbia
Management Services, Inc.
Attn: Dealer File
One Financial Center
MA5-515-03-02
Xxxxxx, XX 00000
Fax: 000.000.0000
With
a copy to:
Xxxxx
Xxxxxxx
Xxxxx Xxxxxx
Phone:
(000)
000-0000 Phone:
(000) 000-0000
Xxxxxxx.Xxxxxxx@xxxxxxxxxxxxxxxxxx.xxx
3. Construction of the Agreement;
Participation Agreement. CMSI or its affiliate, Columbia Management
Distributors, Inc., and the Insurers have entered into one or more Participation
Agreement(s) between or among them, for the purchase and redemption of shares of
the Funds by the Accounts in connection with the Contracts. To
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the
extent the terms of this Agreement conflict with the terms of the Participation
Agreement(s), the terms of this Agreement shall control.
4. Termination. This Agreement
will terminate upon the termination of the
Participation
Agreement(s).
IN
WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of
the date first above written.
Columbia Management
Services, Inc.
By: /s/ Xxxxx
Xxxxx
Title:_____________
INSURANCE
COMPANY
Transamerica
Life Insurance Company
Transamerica
Financial Life Insurance Company Monumental Life Insurance Company
Peoples
Benefit Life Insurance Company*
By:
Title:
*Peoples
Benefit Life Insurance Company is merging with and into Monumental Life
Insurance Company on or about October 1, 2007.
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Addendum
to the Shareholder Information Agreement
(Under Rule 22c-2(a) (2) of the Investment Company Act of
1940)
This
Addendum ("Addendum") modifies the Shareholder Information Agreement
("Agreement") to which it is attached by and between the Columbia Management
Services, Inc. ("CMSI") ("Fund"), and the Transamerica Financial Life Insurance
Company, Transamerica Life Insurance Company, Transamerica Occidental Life
Insurance Company, Transamerica Retirements Services, Monumental Life Insurance
Company, and Peoples Benefit Life Insurance Company (collectively,
"Insurers").
As used
in this Addendum, the terms use herein shall have same meaning as those used in
the Agreement, unless the term is defined differently herein or a different
meaning is clearly required by the contexts:
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A.
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Scope
of this Addendum
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This
Addendum modifies the terms of the Agreement with respect to group annuities and
funding agreements products issued by one or more of the Insurers in conjunction
with certain pension or retirement plans. The parties agree that these products
and customers present unique recordkeeping requirements and therefore, it is
necessary for the parties to address the requirements for producing the
necessary data in this separate Addendum.
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B.
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Modification
to Section 1.1 of the Agreement. Section 1.1 is modified by the addition
of the following:
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In no
event will the request for data cover periods longer than 18 calendar months
from the date of the request. Furthermore, data requests may not cover periods
prior to the later of the effective date this Agreement or October 15,
2007.
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C.
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Modification
to Section 1.3 of the Agreement. Section 1.3 is modified by the addition
of the following:
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For
requests for periods prior to 90 days from the request, the Intermediary will
inform the Fund within 10 business days of the timing of the response which will
not exceed a reasonable period of time taking into account the complexity of
obtaining such information from systems and archives.
D. No other
provisions are modified by this Addendum.
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