Shareholder Information Agreement (Under Rule 22c-2(a) (2) of the Investment Company Act of 1940)
Item
26(h)(xx)(b)
(Under
Rule 22c-2(a) (2) of the Investment Company Act of 1940)
This Shareholder Information Agreement
(“Agreement”) is effective as of the 16th day
of April, 2007 by and between the FUND (“Fund”), and the INSURANCE
COMPANIES.
As used
in this Agreement, the following terms shall have the following meanings, unless
a different meaning is clearly required by the contexts:
The term
“Intermediary” shall mean an insurance company separate account which is not
determined to be an indirect intermediary as such term is defined in SEC Rule
22c-2.
The term
“Fund” shall mean an open-ended management investment company that is registered
or required to register under section 8 of the Investment Company Act of 1940
and includes (i) an investment adviser to or administrator for the Fund; (ii)
the principal underwriter or distributor for the Fund; or (iii) the transfer
agent for the Fund. The term does not include any “excepted funds” as
defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.1
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 the Intermediary.
The term
“Shareholder” means the 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.
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
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1As defined in SEC Rule 22c-2(b), term
“excepted fund” means any: (1) money market fund; (2) fund that issues
securities that are listed on a national exchange; and (3) fund that
affirmatively permits short-term trading of its securities, if its prospectus
clearly and prominently discloses that the fund permits short-term trading of
its securities and that such trading may result in additional costs for the
fund.
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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, managed account 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)
pre-arranged transfers at the conclusion of a required free look
period.
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, managed account 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; (iv) as a result of payment
of a death benefit from a Contract; (v) as part of a Contract discontinuance or
termination of the employee benefit plan; or (vi) as normal participant
withdrawals from employee benefit plans made on account of termination, loans,
hardship, etc.
NOW,
THEREFORE, the Fund and the Intermediaries hereby agree as follows:
Shareholder
Information
1. 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 only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer
Redemptions.
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. The
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 Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding shares issued by the Fund.
1.2 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.
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* According
to the IRS’ website, the ITIN refers to the Individual Taxpayer Identification
number, which is a nine-digit number that always begins with the number 9 and
has a 7 or 8 in the fourth digit, example 9XX-7X-XXXX. The IRS issues
ITINs to individuals who are required to have a U.S. taxpayer identification
number but who do not have, and are not eligible to obtain a Social Security
Number (SSN) from the Social Security Administration (SSA). SEC Rule
22c-2 inadvertently refers to the ITIN as the International Taxpayer
Identification Number.
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1.3 Form and Timing of
Response. (a) Intermediary agrees to
provide, promptly upon request of the Fund or its designee, the requested
information specified in 1. 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 1 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 1
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 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;
and
(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.
1.4 Limitations on Use of Information.
The Fund agrees not to use the information received pursuant to this
Agreement for any purpose other than as necessary to comply with the provisions
of Rule 22c-2, or to fulfill 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.
Intermediary agrees to execute written instructions from the Fund to
restrict or prohibit further purchases or exchanges of Shares by a Shareholder
that have 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 an
Intermediary at the following address, or such other address that the
Intermediary may communicate to the Fund 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
Mail
Drop 0000
Xxxxx
Xxxxxx, XX 00000
FAX:
(000) 000-0000
Primary Email: XXXXxxxxxxxXxxxxxxxXxxxx@XXXXXXXX.xxx
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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 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, 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.
2.2 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.
2.3 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. Such confirmation should be sent
to:
Ms.
Xxxx Xxxx
Vice
President
Fed
Xxxxx & Company
000
Xxxxx Xxx, 0xx
Xxxxx
Xxx
Xxxx, Xxx Xxxx 00000
(000)
000-0000
FAX:
(000) 000-0000
XXxxx@xxxxx.xxx
3. Construction of the Agreement;
Participation Agreement. The parties have entered into one or
more Participation Agreement(s) 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 the Participation Agreement(s), as
amended. To the extent the terms of this Agreement conflict with the terms of
the Participation Agreement(s), the terms of this Agreement shall
control.
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4. Termination. This
Agreement will terminate upon the termination of the Participation
Agreement(s).
IN
WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of
the date first above written.
FUND
Xxxx
Xxxxx & Company
By: /s/
Xxxx Xxxx
Title: Vice
President
INSURANCE
COMPANY
Transamerica
Occidental Life Insurance Company
By: /s/
Xxxxxxx Xxxxxxx
Title: Executive
Vice President
INSURANCE
COMPANY
Transamerica
Life Insurance Company
By: /s/
Xxxxxxx Xxxxxxx
Title: Senior
Vice President
INSURANCE
COMPANY
Transamerica
Financial Life Insurance Company
By: /s/
Xxxxxxx Xxxxxxx
Title: Senior
Vice President
S:\fundcomp\REORGANIZATION\Fund
Compliance\Rule 22c-2\Participation\Final XXXX-ICI 22c-2 Agmt
- WRL-ATST 3-6-07.doc
