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 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 isinitiated 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
_______________________________
(Name of Intermediary)
By:
Name:
Title:
Date:
