RULE 22c-2 AGREEMENT
Exhibit (h1c)
This Agreement entered into as of April 16, 2007 by and between Principal Life Insurance
Company (the Company) and AllianceBernstein Investor Services, Inc. (the Fund) with an
effective date of October 16, 2007.
Prior to the effective date of this Agreement, the Fund and the Company agree that any request
made to the Company by the Fund for shareholder transaction information, and the Company’s
response to such request, shall be governed by whatever agreement is in effect between the Fund
and the Company that is intended to govern such requests.
1. The terms below shall have the following meanings, unless a different meaning is clearly
required by the contexts:
(a) 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, the transfer agent for the Fund. The term not does
include any “excepted funds” as defined in
SEC Rule 22c-2(b) under the Investment Company Act of 1940.
(b) The term “Shares” means the interests of Contract owners corresponding to the redeemable
securities of record issued by the Fund under the
Investment Company Act of 1940 that are held by the Company.
(c) The term “Contract owner” means the holder of interests in a variable annuity or variable
life insurance contract issued by the Company
(“Contract”), or a participant in an employee benefit plan with a beneficial interest in a Contract.
(“Contract”), or a participant in an employee benefit plan with a beneficial interest in a Contract.
(d) The term “Contract owner-Initiated Transfer Purchase” means a transaction that is initiated
or directed by a Contract owner 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.
(e) The term “Contract owner-Initiated Transfer Redemption” means a transaction that is initiated
or directed by a Contract owner 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
1
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.
(f) The term “written” includes electronic
writings and facsimile transmissions.
2. NOW,
THEREFORE, the Fund and the Company hereby agree as
follows:
(a) Company agrees to provide the Fund or its designee, upon written request, the taxpayer
identification number (“TIN”), the
Individual/International Taxpayer Identification Number (“ITIN”)*, if known, of any or all
Contract owner(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 Company during the period covered by the request. Upon
further request by the Fund, Company agrees
to provide the name or other identifier of any investment professionals (if known) associated
with any 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,
the Company shall only be required to provide
information relating to Contract owner-Initiated Transfer Purchases or Contract owner-Initiated
Transfer Redemptions.
(b) 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.
(c) Company agrees to provide, promptly but in no event later than five (5) business days upon
request of the Fund or its designee, the
requested information specified in 2.(a). If requested by the Fund or its designee, Company
agrees to use best efforts to determine promptly
whether any specific person about whom it has received the identification and transaction
information specified in 2.(a) 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 2.(a) for those shareholders who hold an account with an
indirect intermediary or (ii) restrict or prohibit
the indirect intermediary from purchasing, in
| * | 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. |
2
nominee name on behalf of other persons, securities issued by the Fund. Company additionally
agrees to inform the Fund 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 Fund or its designee and the Company; and to the extent practicable, the format
for any transaction information provided to the Fund should be consistent with the NSCC
Standardized Data Reporting Format.
(d) 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.
(e) Company agrees to execute written instructions from the Fund to restrict or prohibit further
purchases or exchanges of Shares by a Contract
owner that has been identified by the Fund as having engaged in transactions of the Fund’s Shares
(directly or indirectly through the
Company’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 Contract
owner- Initiated Transfer Purchases or Contract owner-Initiated Transfer Redemptions that are
effected directly or indirectly through Company.
(f) Instructions must include the TIN, ITIN, or GII and the specific individual Contract or policy
number associated with the Contract owner, 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 or policy number associated with the Contract owner is not known,
the instructions must include an equivalent
identifying number of the Contract owner(s) or account(s) or other agreed upon information to
which the instruction relates. Upon request of
the Company, Fund agrees to provide to the Company, along with any written instructions to
prohibit further purchases or exchanges of Shares
by Contract owner, information regarding those trades of the Contract owner that violated the
Fund’s policies.
(g) Company agrees to execute instructions as soon as
reasonably practicable, but not
later than ten business days after receipt of the
instructions by the Company.
(h) Company must provide written confirmation to the Fund that instructions have been executed.
Company agrees to provide confirmation as soon as reasonably practicable, but not later than ten
business days after the instructions have been executed.
3. The parties have entered into one or more Fund Participation Agreements between or among them
for the purchase and redemption of shares of the Funds by the Accounts in connection with the
Contracts. This Agreement supplements those Fund Participation
3
Agreements. To the extent the terms of this Agreement conflict with the terms of a Fund
Participation Agreement, the terms of this Agreement shall control.
4. This Agreement will terminate upon the termination of the Fund participation Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of April 16, 2007.
PRINCIPAL LIFE INSURANCE COMPANY
/s/ Xxxx Xxxxxx
|
||
By: Xxxx Xxxxxx |
||
Title: Director — Product Management |
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
/s/ Xxxxxx X. Noro
|
||
By: Xxxxxx X. Noro |
||
Title: Assistant Secretary |
4
