THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
SHAREHOLDER INFORMATION AGREEMENT (the "Agreement")
THIS AGREEMENT, dated as of April 16, 2007, is by and between Xxxxxx Xxxxxxx
Distribution, Inc. ("Fund Agent") 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.
WITNESSETH:
WHEREAS, Fund Agent is entering into this Agreement on behalf of The Universal
Institutional Funds, Inc., including any separate series or portfolios thereof,
whether existing at the date of this Agreement or established subsequent hereto
(the "Funds");
WHEREAS, Fund Agent is the principal underwriter and distributor 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, SEC Rule 22c-2 (the "Rule") under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), requires The Universal Institutional
Funds, Inc., or Fund Agent to enter into a 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; and
WHEREAS, this Agreement sets forth the terms and conditions for information
sharing for the Funds in accordance with the Rule.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, Fund Agent and Intermediary, intending to be legally bound, hereby
agree and declare as follows:
A. DEFINITIONS. The following definitions shall apply for purposes of Sections B
through H below.
1. The term "Fund" includes Fund Agent, the Funds' transfer agent 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)
2. 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.
3. 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.
4. 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.
5. 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.
6. The term "written" includes electronic writings and facsimile transmissions.
B. 1. AGREEMENT TO PROVIDE SHAREHOLDER INFORMATION. Intermediary agrees to
provide the Fund or its designee, upon written request from the Fund or its
designee, 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 ("transaction
information"). Unless otherwise specifically requested by the Fund, the
Intermediary shall only be required to provide transaction information relating
to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer
Redemptions.
2. 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. The Fund or its designee will not
request transaction information older than twelve (12) months 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.
3. 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.
4. Form and Timing of Response. Intermediary agrees to provide, promptly upon
request of the Fund or its designee, the requested transaction information
specified in section B.1. 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 B.1. 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 B.1. 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, an "Indirect Intermediary" has
the same meaning as in the Rule.
5. Limitations on Use of Information. The Fund agrees that the Fund and its
designee 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.
C. 1. 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
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 restrictions(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.
3. 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.
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 (10)
business days after the instructions have been executed.
D. 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. To the extent
the terms of this Agreement directly conflict with the terms of a Participation
Agreement, the terms of this Agreement shall control.
E. Termination. This Agreement will terminate upon the termination of the
Participation Agreements.
F. 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.
G. Force Majeure. Fund, Fund's designee, and Intermediary are excused from
performance and shall not be liable for any delay in performance or
non-performance, in whole or in part, caused by the occurrence of any event or
contingency beyond the control of Fund, Fund's designee, and Intermediary
including, but not limited to, work stoppages, fires, civil disobedience, riots,
rebellions, natural disasters, acts of God, and acts of war or terrorism. The
party who has been so affected shall promptly give written notice to the other
party and shall use its best efforts to resume performance. Upon receipt of such
notice, all obligations under this Agreement shall be immediately suspended for
the duration of such Force Majeure Event.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed on
their behalf by duly authorized officers as of the date first above written.
XXXXXX XXXXXXX DISTRIBUTION, INC.,
on behalf of THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
Date:__________________________
INTERMEDIARY:
VALLEY FORGE LIFE INSURANCE COMPANY (please enter full legal name of entity
above)
By:__________________________________________________________________
(signature)
Name:________________________________________________________________
(please print)
Title:_______________________________________________________________
Date:________________________________________________________________
(1) As defined in SEC 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.
