RULE 22C-2 AMENDMENT
AMENDMENT entered into as of ___________________, 2007, by and between
Janus Distributors LLC ("Janus"), serving as the registered distributor for the
Janus Aspen Series (the "Trust") and Columbus Life Insurance Company
("Intermediary").
WHEREAS, Intermediary, pursuant to a Participation Agreements (as
defined below), purchases Shares of the Trust to fund certain variable life
insurance or variable annuity contracts issued by Intermediary ("Contracts");
and
WHEREAS, Janus and Intermediary (each a "Party" and, together, the
"Parties") seek to enter into this Amendment in order for Janus and Intermediary
to comply with the requirements of Rule 22c-2 ("Rule 22c-2") under the
Investment Company Act of 1940, as amended (the "1940 Act"), and to make other
changes to the Agreements.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, Janus and Intermediary
hereby agree to supplement the Participation Agreement as follows:
A. DEFINITIONS. As used in this Amendment, all capitalized terms used but not
defined herein shall have the meaning set forth in Rule 22c-2.
The term "Participation Agreement" means collectively, the Participation
Agreement, the Distribution and Shareholder Servicing Agreement and/or similar
agreement(s) relating to transactions in Shares to which Intermediary or any of
the Intermediary's predecessors, successors or affiliates (on Intermediary's
behalf) and Janus and/or any of its predecessors, successors or affiliates are a
party.
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, 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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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.
The term "written" includes electronic writings and facsimile transmissions.
B. SHAREHOLDER INFORMATION.
B.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the Fund
or its designee, upon written request, 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 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.
B.2. PERIOD COVERED BY REQUEST. Requests must set forth a specific period, not
to exceed 90 days from the date of the request, for which transaction
information is sought. The Fund may request transaction information older than
90 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.
B.3 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
eliminating or reducing any dilution of the value of the outstanding shares
issued by the Fund.
B.4 FORM AND TIMING OF RESPONSE. (a) Intermediary agrees to provide, promptly
upon request of the Fund or its designee, the requested information specified in
B.1, but in any event not later than ten (10) business days after receipt of a
request. 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 B.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 B.1 for those shareholders who hold
an account with an indirect intermediary or (ii) restrict or prohibit the
indirect
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intermediary from purchasing securities issued by the Fund as directed 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.
B.5. LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use the
information received pursuant to this Amendment for any purpose other than as
necessary to comply with the provisions of Rule 22c-2 or to fulfill other
regulatory or legal requirements. Furthermore, the Fund shall use the
information received pursuant to this Amendment only as is consistent with Rule
22c-2.
C. TRADING RESTRICTION INSTRUCTIONS.
C.1. 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 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 address provided below:
_______________________________
_______________________________
_______________________________
_______________________________
Intermediary agrees that it will notify Janus in writing of any change of this
address, to the address set forth below, or to such other address as Janus may
provide in writing to Intermediary.
Janus Distributors LLC
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: General Counsel
With a copy to the attention of the Chief Compliance Officer
C.2. 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
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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.
C.3. 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.
C.4 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.
D. EFFECTIVE DATE. This Amendment shall be effective upon its execution or, if
later, upon the effectiveness of the provisions of 22c-2 relating to agreements
with "financial intermediaries" (as such term is defined in Rule 22c-2). Prior
to the effective date of this Amendment, 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 requests.
E. TERMINATION. This Agreement will terminate upon the termination of all of the
agreements that comprise the Participation Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as
of the date first above written.
JANUS DISTRIBUTORS LLC COLUMBUS LIFE INSURANCE COMPANY
By: __________________________ By: ___________________________
Name: _________________________ Name: Xxxx X. Xxxxxxxxx
Title: ________________________ Title: Senior Vice President
By: ___________________________
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
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