Item 26(h)(viii)(c)
THE VANGUARD GROUP, INC.
RULE 22c-2 AGREEMENT
This RULE 22c-2 AGREEMENT (this "Agreement") dated as of April 12(th) 2007,
by and among THE VANGUARD GROUP, INC. ("Vanguard") and WESTERN RESERVE LIFE
ASSURANCE CO. OF OHIO (the "Company"), an Ohio corporation, on its own behalf
and on behalf of each separate account of the Company (each such account
hereinafter referred to as the "Account").
WITNESSETH:
WHEREAS, Vanguard provides services as transfer agent, dividend
disbursement agent, and shareholder servicing agent for the open-end management
investment companies registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), that are included in The Vanguard Group of investment
companies, as well as Vanguard STAR Funds and Vanguard Institutional Index Fund
(each, a "Vanguard Fund" and collectively, the "Vanguard Funds");
WHEREAS, the Company is either (i) a broker-dealer registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) an
investment adviser registered under the Investment Advisers Act of 1940, as
amended, (iii) a bank or trust company which is a member of the Federal Reserve
System or is supervised and examined by state or federal authorities having
supervision over banks, (iv) an insurance company which is supervised and
examined by state authorities having supervision over insurance companies, or
(v) a transfer agent or clearing agency registered under the Exchange Act;
WHEREAS, the Company has established or will establish one or more Accounts
to fund certain variable life insurance policies (the "Variable Insurance
Products");
WHEREAS, each Account is a duly organized, validly existing separate
account, established by resolution of the Board of Directors of the Company, to
set aside and invest assets attributable to the Variable Insurance Products; and
WHEREAS, Vanguard has made shares of certain Vanguard Funds available for
purchase and redemption by certain Accounts of the Company in connection with
the Company's Variable Insurance Products;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto, intending to be legally bound, hereby agree as follows:
1. Agreement to Provide Information. The Company agrees to provide to Vanguard
on behalf of a Vanguard Fund, 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 associated with the Shareholder, if known, of any or all Shareholders),
and the amount, date and transaction type (purchase, redemption, transfer, or
exchange) by such Shareholder(s) of every purchase, redemption, transfer, or
exchange of Vanguard Fund shares held through an Account maintained by the
Company during
the period covered by the request. Unless otherwise specifically requested by
Vanguard, the Company shall only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer
Redemptions (each as defined below).
1.1 Period Covered by Request. Requests must set forth a specific period,
not to exceed 90 calendar days from the date of the request, for which
transaction information is sought. Vanguard on behalf of a Vanguard Fund may
request transaction information older than 90 calendar days from the date of the
request as it deems necessary to investigate compliance with policies
established by the Vanguard Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding shares issued by the Vanguard Fund.
Notwithstanding the foregoing, in no event will the request for information
cover periods longer than 18 calendar months from the date of the request,
unless such request is made in connection with a regulatory review, examination
or investigation of the Vanguard Fund or in response to a requirement of
applicable law or judicial process, in which case the Company shall use best
efforts to provide such information within the required timeframes. For requests
for information that cover periods prior to October 16, 2007, the Company agrees
to use best efforts to provide information reasonably requested by Vanguard in
connection with its efforts to (a) limit or reduce abusive trading in shares
issued by the Vanguard Fund or (b) collect purchase or redemption fees (if
applicable).
1.2 Timing of Requests. Requests by Vanguard on behalf of a Vanguard Fund
for transaction information shall be made no more frequently than quarterly
except as Vanguard deems necessary to investigate compliance with policies
established by the Vanguard Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding shares issued by the Vanguard Fund.
1.3 Form and Timing of Response.
(a) The Company agrees to provide the requested information
specified in Section 1 above that is on its books and records promptly, but in
any event not later than ten Business Days after receipt of a request by
Vanguard. If the requested information is not on its books and records, the
Company agrees to use best efforts to promptly either: (i) provide (or arrange
to have provided) to Vanguard the information set forth in Section 1 above for
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 a Vanguard Fund. In such instances, the
Company agrees to inform Vanguard whether it plans to perform (i) or (ii). For
purposes of this Section 1.3, an "indirect intermediary" has the same meaning as
defined in SEC Rule 22c-2(c)(5)(3) under the 0000 Xxx.
(b) Notwithstanding the foregoing, if Vanguard requests information
specified in Section 1 above that is older than 90 days, the Company shall (i)
use its best efforts to provide such information as soon as reasonably
practicable, and (ii) within ten Business Days after receipt of such a request,
shall inform Vanguard of the time required by the Company to provide the
requested information; provided, however, if Vanguard is requesting the
information in response to a request by regulatory authority or requirement of
applicable law or judicial process, the Company shall use its best efforts to
provide such information within the required timeframes.
(c) Responses required by this Section must be communicated in a
format mutually agreed upon by Vanguard and the Company; and
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(d) To the extent practicable, the format for any transaction
information provided to Vanguard should be consistent with the NSCC Standardized
Data Reporting Format.
1.4 Limitations on Use of Information. Vanguard agrees that the information
provided pursuant to Section 1 above will not be used for marketing or any other
purpose not related to (a) limiting or reducing abusive trading in shares issued
by a Vanguard Fund, (b) collecting purchase or redemption fees (if any), or (c)
fulfilling 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.
2. Agreement to Restrict Trading. The Company agrees to execute written
instructions from Vanguard on behalf of a Vanguard Fund to restrict or prohibit
further purchases or exchanges of the Vanguard Fund shares by a Shareholder that
has been identified by the Vanguard Fund as having engaged in transactions of
the Vanguard Fund's shares (directly or indirectly through an Account) that
violate policies established by the Vanguard Fund for the purpose of eliminating
or reducing any dilution of the value of the outstanding Vanguard Fund shares
issued by the Vanguard Fund. Unless otherwise directed by Vanguard, 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 the Company. Instructions must be received by the
Company at the following address, or such other address that the Company may
communicate to Vanguard in writing from time to time, including, if applicable,
an e-mail and/or facsimile telephone number:
FMG Separate Accounts Group
0000 Xxxxxxxx Xxxx XX
Xxxxx Xxxxxx, XX 00000
Facsimile: (000)000-0000
Primary Email: XXXXxxxxxxxXxxxxxxxXxxxx@XXXXXXXX.xxx
Xxxxxx Xxxx Xxxxx Xxxxxx
Phone: (000) 000-0000 Phone: (000) 000-0000
xxxxx@XXXXXXXX.xxx xxxxxxx@XXXXXXXX.xxx
2.1 Form of Instructions. Instructions must include the TIN, ITIN, or GII
and the specific individual contract owner 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 associated with the Shareholder is
not known, the instructions must include an equivalent identifying number of the
Shareholder(s) or other agreed upon information to which the instruction
relates.
2.2 Timing of Response. The 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.
2.3 Confirmation by the Company. The Company must provide written
confirmation to Vanguard that instructions have been executed. The Company
agrees to provide confirmation as soon as reasonably practicable, but not later
than ten Business Days after the instructions have been executed. Such
confirmation must be received by Vanguard at the following address, or such
other address that Vanguard may communicate to the Company in writing from time
to time, including, if applicable, a facsimile telephone number:
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The Vanguard Group, Inc.
000 Xxxxxxxx Xxxxxxxxx, 000
Xxxxxxx, XX 00000
Attention: Financial Advisor Services Operations Contract Team
Fax No.: (000) 000-0000
3. Definitions. For purposes of this Agreement, the following terms shall have
the following meanings:
3.1 "Shareholder" means the beneficial owner of shares of a Vanguard Fund,
whether such shares are held directly or by the Company in nominee name,
including (a) Variable Insurance Product owners, other than a
participant-directed employee benefit plan; (b) plan participants in a
participant-directed employee benefits plan where the plan is the owner or
beneficial owner of a Variable Insurance Product that funds the plan; or (c)
plan participants in a participant-directed employee benefit plan where the plan
is the owner or beneficial owner of the shares of the Vanguard Fund.
3.2 "Shareholder-Initiated Transfer Purchase" means a transaction that is
initiated or directed by the Shareholder that results in a transfer of assets
within a Variable Insurance Product to a Vanguard Fund, but does not include
transactions that are executed: (a) automatically pursuant to a contractual or
systematic program or enrollment such as transfer of assets within a Variable
Insurance Product to a Vanguard Fund as a result of "dollar cost averaging"
programs, Company-approved asset allocation programs, managed account programs
or automatic rebalancing programs; (b) pursuant to a Variable Insurance Product
death benefit; (c) one-time step-up in Variable Insurance Product value pursuant
to a Variable Insurance Product death benefit; (d) allocation of assets to a
Vanguard Fund through a Variable Insurance Product as a result of payments such
as loan repayments, scheduled contributions, retirement plan salary reduction
contributions, or planned premium payments to the Variable Insurance Product; or
(e) prearranged transfers at the conclusion of a required free look period.
3.3 "Shareholder-Initiated Transfer Redemption" means a transaction that is
initiated or directed by the Shareholder that results in a transfer of assets
within a Variable Insurance Product out of a Vanguard Fund, but does not include
transactions that are executed: (a) automatically pursuant to a contractual or
systematic program or enrollments such as transfers of assets within a Variable
Insurance Product out of a Vanguard Fund as a result of annuity payouts, loans,
systematic withdrawal programs, Company-approved asset allocation programs,
managed account programs and automatic rebalancing programs; (b) as a result of
any deduction of charges or fees under a Variable Insurance Product; (c) within
a Variable Insurance Product out of a Vanguard Fund as a result of scheduled
withdrawals or surrenders from a Variable Insurance Product; (d) as a result of
payment of a death benefit from a Variable Insurance Product; (e) as part of the
discontinuance or termination of a Variable Insurance Product; or (f) as normal
withdrawals from a Variable Insurance Product made on account of termination,
loans, hardship, etc.
3. Conflicting Agreements. This Agreement constitutes the entire agreement
between the parties as to the subject matter hereof and supersedes any and all
agreements, representations and warranties, written or oral, regarding such
subject matter made prior to the time at which this Agreement has been executed
and delivered by the Company and Vanguard. Nothing contained in this Agreement,
however, will be construed to limit or restrict either party's compliance with
any law, regulation or order to which the party is subject, or to prevent the
parties from
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supplementing this Agreement by agreeing to additional duties, obligations,
representations, warranties or higher standards of care with respect thereto.
4. Termination. This Agreement will continue in effect until terminated by
either party by 60 days' advance written notice to the other. Any such
termination will not affect the completion of any pending obligations.
5. Assignment. Neither Vanguard nor the Company may assign this Agreement
without the prior written consent of the other party, and any attempted
assignment without such consent will be null and void.
6. Severability. If any provision of this Agreement is held to be invalid, the
remaining provisions of this Agreement will continue to be valid and
enforceable.
7. Waiver. The failure of a party to insist upon strict adherence to any
provision of this Agreement on any occasion will not be considered a waiver nor
will it deprive such party of the right thereafter to insist upon strict
adherence to that provision or any other provision of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers as of the day and
year first above written.
THE VANGUARD GROUP, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Principal
WESTERN RESERVE LIFE ASSURANCE CO. OF OHIO
By: /s/ XXX XXXXXXXXX
---------------------------------------------
Name: XXX XXXXXXXXX
Title: VICE PRESIDENT, ACTUARY
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