Contract
Exhibit 24(b)(8.48)
RULE 22C-2 AGREEMENT
This AGREEMENT, dated [no later than April 16, 2007], is effective as of the 16th day of
October, 2007, between Dodge & Xxx Funds (the “Fund”) and ING Life Insurance and Annuity
Company, ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
Insurance Company, ReliaStar Life Insurance Company of New York, Security Life of Denver
Insurance Company and Systematized Benefits Administrators Inc. (individually an
“Intermediary” and collectively the “Intermediaries”).
WHEREAS, the Intermediaries have adopted policies and procedures to monitor and deter
excessive trading activity within the mutual funds, including the Funds, available through the
variable annuity, variable life insurance and variable retirement plan products which they offer
(the “Variable Products”); and
WHEREAS, the Intermediaries’ policies and procedures to monitor and deter excessive trading
activity within the mutual funds available through their Variable Products are attached hereto
and made part of this Agreement as Schedule B (the “Excessive Trading Policy”);
WHEREAS, the Fund desires for the Intermediaries to monitor and deter excessive trading
activity in the Funds in accordance with the Intermediaries’ Excessive Trading Policy; and
WHEREAS, the parties desire to otherwise comply with the requirements under Rule 22c-2 of
the Investment Company Act of 1940, as amended (“Rule 22c-2”).
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, the Fund and the Intermediaries hereby agree as follows:
A. Agreement to Monitor and Deter Excessive Trading Activity.
1. The Intermediaries agree to monitor and deter excessive trading activity in the
Funds which are available through their Variable Products in accordance with the Intermediaries’
Excessive Trading Policy. Said Excessive Trading Policy may be amended from time to time
with the consent of the parties, which consent will not be unreasonably withheld.
2. The Intermediaries agree to provide the Fund the taxpayer identification number
(“TIN”), if requested, or any other identifying factor that would provide acceptable assurances of
the identity of all shareholders that are restricted to regular U.S. mail trading under the
Intermediaries’ Excessive Trading Policy.
B. Agreement to Provide Shareholder Information.
1. Each Intermediary agrees to provide the Fund, upon written request, the following
shareholder information with respect to Covered Transactions involving the Funds:
a. | The taxpayer identification number (“TIN”) or any other government issued identifier, if known, that would provide acceptable assurances of the identity of each shareholder that has purchased, redeemed, transferred |
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or exchanged shares of a Fund through an account directly maintained by the Intermediaries during the period covered by the request; | |
b. | The amount and dates of, and the Variable Product(s) associated with, such shareholder purchases, redemptions, transfers and exchanges; and |
c. | Any other data mutually agreed upon in writing. |
2. Under this Agreement the term “Covered Transactions” are those transactions
which the Intermediaries consider when determining whether trading activity is excessive as
described in their Excessive Trading Policy.
3. Requests must set forth a specific period, not to exceed ninety (90) days from the
date of the request, for which transaction information is sought. The Funds may request
transaction information older than ninety (90) days from the date of the request as it deems
necessary to investigate compliance with policies established by it for the purpose of eliminating
or reducing any dilution of the value of the outstanding Shares issued by the Funds.
4. Each Intermediary agrees to provide the requested shareholder information
promptly upon receipt of the request, but in no event later than 15 business days after receipt of
such request, provided that such information resides in its books and records. If shareholder
information is not on the Intermediary’s books and records, the Intermediary agrees to use best
efforts to obtain and transmit or have transmitted the requested information from the holder of
the account.
C. | Agreement to Restrict Trading. | |
1. | Each Intermediary agrees to execute written instructions from the Fund to restrict or prohibit further Covered Transactions involving Fund shares by a shareholder who has been identified by the Fund as having engaged in transactions in shares of a Fund (through an account directly maintained by the Intermediary) that violate the policies and procedures established by the Funds for the purposes of eliminating or reducing frequent trading of Fund shares. | |
2. | For those shareholders whose information is on the Intermediaries’ books and records, the Intermediaries agree to execute or have executed the written instructions from the Fund to restrict or prohibit trading as soon as reasonably practicable, but no later than 10 Business Days after receipt of the instructions by the Intermediaries. The Intermediaries will provide written confirmation to the Fund as soon as reasonably practicable that such instructions have been executed but not later than 10 business days after the instructions have been executed. | |
For those shareholders whose information is not on the Intermediaries’ books and records the Intermediaries agree to execute or have executed the written instructions from the Fund to restrict or prohibit trading as soon as reasonably practicable, but no later than 10 Business Days after receipt of the instructions by the Intermediaries. The Intermediaries will provide written confirmation to the Fund as soon as reasonably practicable that such instructions have or have not |
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been executed. If an indirect intermediary is unable or unwilling to restrict or
prohibit trading by a shareholders, upon the Funds’ written request, the
Intermediary will restrict or prohibit transactions in Fund shares by the Indirect
Intermediary.
3. Instructions to restrict or prohibit further Covered Transactions involving Fund
shares must include:
a. The reason for requesting the restriction(s) and/or prohibition(s),
supporting details regarding the transaction activity which resulted in the
restriction(s) and/or prohibition(s)s and the applicable sections of the
Fund’s frequent trading policy and procedures that have been violated;
b. The specific restriction(s) and/or prohibition(s) to be executed, including
the length of time such restriction(s) and/or prohibition(s) shall remain in
place;
c. The TIN or any other government issued identifier, if known by the Fund,
that would help the Intermediaries determine the identity of affected
shareholder(s); and
d. Whether such restriction(s) and/or prohibition(s) are to be executed in
relation to all of the affected shareholder’s Variable Products, only the
type of Variable Product(s) through which the affected shareholder
engaged in transaction activity which triggered the restriction(s) and/or
prohibition(s) or in some other respect. In absence of direction from the
Fund in this regard, restriction(s) and/or prohibition(s) shall be executed as
they relate to the Intermediary’s Variable Product(s) through which the
affected shareholder engaged in the transaction activity which triggered
the restriction(s) and/or prohibition(s).
D. Limitation on Use of Information.
The Fund agrees neither to use the information received from the Intermediary for any purpose
other than to comply with SEC Rule 22c-2 and other applicable laws, rules and regulations, nor
to share the information with anyone other than its employees who legitimately need access to it.
Neither the Fund nor any of its affiliates or subsidiaries may use any information provided
pursuant to this Agreement for marketing or solicitation purposes. The Fund will take such steps
as are reasonably necessary to ensure compliance with this obligation.
Because an award of money damages may be inadequate for any breach of this provision and any
such breach may cause the Intermediaries irreparable harm, the Fund agrees that, in the event of
any breach or threatened breach of this provision, the Intermediaries may also be entitled,
without the requirement of posting a bond or other security, to seek equitable relief, including
injunctive relief and specific performance. Such remedies will not be the exclusive remedies for
any breach of this provision but will be in addition to all other remedies available at law or in
equity to the Intermediaries.
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In the event that the Fund is required by legal process, law, or regulation to disclose any
information received from the Intermediaries pursuant to this Agreement, the Fund shall provide
Intermediaries with prompt written notice of such requirement as far in advance of the proposed
disclosure as possible so that the Intermediaries (at their expense) may either seek a protective
order or other appropriate remedy which is necessary to protect their interests or waive
compliance with this provision to the extent necessary.
E. Prior Agreements.
The parties acknowledge that prior to the effective date of this Agreement efforts to monitor and
deter excessive trading activity within the Variable Products were governed by whatever
practices the Fund and the Intermediaries agreed to follow in the absence of any formal
agreement. The parties also acknowledge having previously entered into fund participation
and/or selling and service agreements concerning the purchase and redemption of shares of
Funds through the Variable Products. The terms of this Agreement supplement the fund
participation and/or selling and service agreements and to the extent the terms of this Agreement
conflict with the terms of the fund participation and/or selling and service agreements, the terms
of this Agreement will control. This Agreement will terminate upon termination of the fund
participation and/or selling and service agreements.
F. Notices.
1. Except as otherwise provided, all notices and other communications hereunder shall be in
writing and shall be sufficient if delivered by hand or if sent by confirmed facsimile or e-
mail, or by mail, postage prepaid, addressed:
a. If to Intermediaries, to:
ING U.S. Financial Services
Attention: [Xxxxxxxxxx Xxxxxxx]
Address: [151 Xxxxxxxxxx Xxxxxx]
[Xxxxxxxx, XX 00000-0000]
Phone: [000-000-0000]
Fax: [000-000-0000]
Email: [Xxxxxxxxxx.Xxxxxxx@xx.xxx.xxx]
b. If to the Fund, to:
Dodge & Xxx Funds
Attention: [Xxxxxx X. Xxxxxxx ]
Address: [555 California St. 40th Xxxxx]
[Xxx Xxxxxxxxx, XX 00000]
Fax: [000-000-0000]
Email: [xxx@xxxxxxxxxxx.xxx]
2. The parties may by like notice, designate any future or different address to which
subsequent notices shall be sent. Any notice shall be deemed given when received.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed
in its name and on its behalf by its duly authorized officer as of the date first written above.
ING Life Insurance and Annuity Company | Security Life of Denver Insurance Company | ||
By: | /s/ Xxxxxxxxxx Xxxxxxx | By: | /s/ Xxxxxxxxxx Xxxxxxx |
Name | Xxxxxxxxxx Xxxxxxx | Name | Xxxxxxxxxx Xxxxxxx |
and Title: | Authorized Representative | and Title: | Authorized Representative |
ING National Trust | Systematized Benefits Administrators Inc. | ||
By: | /s/ Xxxxxxxxxx Xxxxxxx | By: | /s/ Xxxxxxxxxx Xxxxxxx |
Name | Xxxxxxxxxx Xxxxxxx | Name and | Xxxxxxxxxx Xxxxxxx |
and Title: | Authorized Representative | Title: | Authorized Representative |
ING USA Annuity and Life Insurance | Dodge & Xxx Funds | ||
Company | |||
By: | /s/ Xxxxxxxxxx Xxxxxxx | By: | /s/ Xxxxxx X. Xxxxxxx |
Name | Xxxxxxxxxx Xxxxxxx | Name | Xxxxxx X. Xxxxxxx, Secretary |
and Title: | Authorized Representative | and Title: | |
ReliaStar Life Insurance Company | |||
By: | /s/ Xxxxxxxxxx Xxxxxxx | ||
Name | Xxxxxxxxxx Xxxxxxx | ||
and Title: | Authorized Representative | ||
ReliaStar Life Insurance Company of New | |||
York | |||
By: | /s/ Xxxxxxxxxx Xxxxxxx | ||
Name | Xxxxxxxxxx Xxxxxxx | ||
and Title: | Authorized Representative |
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Schedule B
ING “Excessive Trading” Policy
The ING family of insurance companies (“ING”), as providers of multi-fund variable insurance and
retirement products, has adopted this Excessive Trading Policy to respond to the demands of the various
fund families which make their funds available through our variable insurance and retirement products
to restrict excessive fund trading activity and to ensure compliance with Section 22c-2 of the Investment
Company Act of 1940, as amended. ING’s current definition of Excessive Trading and our policy with
respect to such trading activity is outlined below.
ING actively monitors fund transfer and reallocation activity within its variable insurance and retirement
products to identify Excessive Trading.
ING currently defines Excessive Trading as:
More than one purchase and sale of the same fund (including money market funds) within a 60
calendar day period (hereinafter, a purchase and sale of the same fund is referred to as a “round-
trip”). This means two or more round-trips involving the same fund within a 60 calendar day
period would meet ING’s definition of Excessive Trading; or
Six round-trips within a twelve month period.
The following transactions are excluded when determining whether trading activity is excessive:
Purchases or sales of shares related to non-fund transfers (for example, new purchase payments,
withdrawals and loans);
Transfers associated with scheduled dollar cost averaging, scheduled rebalancing or scheduled asset
allocation programs;
Purchases and sales of fund shares in the amount of $5,000 or less;
Purchases and sales of funds that affirmatively permit short-term trading in their fund shares, and
movement between such funds and a money market fund; and
Transactions initiated by a member of the ING family of insurance companies.
If ING determines that an individual has made a purchase of a fund within 60 days of a prior round-trip
involving the same fund, ING will send them a letter warning that another sale of that same fund
within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and
result in a six month suspension of their ability to initiate fund transfers or reallocations through the
Internet, facsimile, Voice Response Unit (VRU), telephone calls to the ING Customer Service
Center, or other electronic trading medium that ING may make available from time to time
(“Electronic Trading Privileges”). Likewise, if ING determines that an individual has made five
round-trips within a twelve month period, ING will send them a letter warning that another purchase
and sale of that same fund within twelve months of the initial purchase in the first round-trip in the
prior twelve month period will be deemed to be Excessive Trading and result in a six month
suspension of their Electronic Trading Privileges. According to the needs of the various business
units, a copy of the warning letters may also be sent, as applicable, to the person(s) or entity
authorized to initiate fund transfers or reallocations, the agent/registered representative or investment
adviser for that individual. A copy of the warning letters and details of the individual’s trading
activity may also be sent to the fund whose shares were involved in the trading activity.
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If ING determines that an individual has used one or more of its products to engage in Excessive
Trading, ING will send a second letter to the individual. This letter will state that the individual’s
Electronic Trading Privileges have been suspended for a period of six months. Consequently, all
fund transfers or reallocations, not just those which involve the fund whose shares were involved in
the Excessive Trading activity, will then have to be initiated by providing written instructions to ING
via regular U.S. mail. During the six month suspension period, electronic “inquiry only” privileges
will be permitted where and when possible. A copy of the letter restricting future transfer and
reallocation activity to regular U.S. mail and details of the individual’s trading activity may also be
sent to the fund whose shares were involved in the Excessive Trading activity.
Following the six month suspension period during which no additional Excessive Trading is identified,
Electronic Trading Privileges may again be restored. ING will continue to monitor the fund transfer
and reallocation activity, and any future Excessive Trading will result in an indefinite suspension of
the Electronic Trading Privileges. Excessive Trading activity during the six month suspension
period will also result in an indefinite suspension of the Electronic Trading Privileges.
ING reserves the right to limit fund trading or reallocation privileges with respect to any individual, with
or without prior notice, if ING determines that the individual’s trading activity is disruptive,
regardless of whether the individual’s trading activity falls within the definition of Excessive
Trading set forth above. Also, ING’s failure to send or an individual’s failure to receive any
warning letter or other notice contemplated under this Policy will not prevent ING from suspending
that individual’s Electronic Trading Privileges or taking any other action provided for in this Policy.
Each fund available through ING’s variable insurance and retirement products, either by prospectus or
stated policy, has adopted or may adopt its own excessive/frequent trading policy. ING reserves the
right, without prior notice, to implement restrictions and/or block future purchases of a fund by an
individual who the fund has identified as violating its excessive/frequent trading policy. All such
restrictions and/or blocking of future fund purchases will be done in accordance with the directions
ING receives from the fund.
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