RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
This Agreement entered into as of April 16, 2007, by and between MFS Fund
Distributors, Inc. ("MFD") and the party signing below ("Intermediary") with an
effective date of October 16, 2007.
WHEREAS, MFD is the principal underwriter for the MFS funds;
WHEREAS, the Intermediary offers or otherwise makes available the MFS funds to
or for clients of Intermediary;
WHEREAS, Rule 22c-2 under the Investment Company Act of 1940 ("Rule 22c-2")
effectively requires MFD or each MFS fund to enter into a shareholder
information agreement with each "financial intermediary", as that term is
defined in Rule 22c-2; and
WHEREAS, this Agreement sets forth the terms and conditions for information
sharing for the Funds in accordance with Rule 22c-2.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, MFD and Intermediary hereby agree as
follows:
A. 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 be required to provide information relating only to
Shareholder-Initiated Transfer Purchases or Shareholder- Initiated Transfer
Redemptions.
(1) 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 or its designee
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.
(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 eliminating or reducing any dilution of
the value of the outstanding shares issued by the Fund.
(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 Section A. 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 Section 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 Section 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. Intermediary additionally
agrees to inform the Fund or its designee 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.
(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.
(4) Limitations on Use of Information. The Fund agrees to use the
information provided solely for the purposes of facilitating the
Fund's compliance with Rule 22c-2 and not for marketing or any
other purpose without the Intermediary's prior written Consent.
B. 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 us at the
following address, or such other address that Intermediary may communicate
to you in writing from time to time, including, if applicable, an e-mail
and/or facsimile telephone number:
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(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, 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, the 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) 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.
(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.
(4) Construction of the Agreement; Fund Participation Agreements. The
parties may 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.
(5) Termination. This Agreement will terminate upon the termination of
the applicable Fund Participation Agreement.
C. Definitions. For purposes of this paragraph:
(1) The term "Fund" includes the fund's principal underwriter and
transfer agent. The term not does include any "excepted funds" as
defined in Rule 22c-2(b).
(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 of 1940 that are held by Intermediary.
(3) The term "Shareholder" means 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.
(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 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) prearranged 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 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.
(6) The term "written" includes electronic writings and facsimile
transmissions."
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
MFS FUND DISTRIBUTORS, INC.
/s/XXXXX X. XXXXXX
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By: Xxxxx X. Xxxxxx
Title: President
(Name of Intermediary)
FIDELITY SECURITY LIFE INSURANCE COMPANY
By: /s/XXXXXX X. XXXXXX, CLU
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Name: Xxxxxx X. Xxxxxx
Title: Director of Admin/CCO For Separate Accounts
Date: 3/6/07
