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:
__________________________
__________________________
__________________________
(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 Contact 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
By: Xxxxx X. Xxxxxx
Title: President
United of Omaha Life Insurance Company
(Name of Intermediary)
By: /s/ Xxxxxxx X. Xxxx
-----------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President, Associate General Counsel
and Corporate Secretary
Date: April 3, 2007
