RULE 22c-2 AGREEMENT
Exhibit 99.8i4
This Agreement entered into as of April 16, 2007 by and between Principal Life
Insurance Company (the Company) and X. Xxxx Price Equity Series, Inc. and X. Xxxx
Price Investment Services, Inc. (collectively, 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 “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.
(b) 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.
(c) 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.
(d) 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 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.
Contract # TRO-07477-2007-04-16-IND
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(e) 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.
(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 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
| * | 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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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 or participant account 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 holder 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.
(i) 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 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.
(j) This Agreement will terminate upon the termination of the Fund participation Agreement.
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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of April 16,2007.
| PRINCIPAL LIFE INSURANCE COMPANY |
||||
| By: | /s/ Xxxx Xxxxxx | |||
| Xxxx Xxxxxx | ||||
| Title: | Director - Product Management | |||
| X. XXXX PRICE EQUITY SERIES, INC. |
||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Xxxxx X. Xxxxxxx | ||||
| Title: | V.P. | |||
| X. XXXX PRICE INVESTMENT SERVICES, INC. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Xxxxxxx X. Xxxxxx | ||||
| Title: | V.P. | |||
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