Information Sharing Agreement
EXHIBIT 8(i)(iv)
This Information Sharing Agreement (the “Agreement”), entered into as of April 16, 2007, by
and between Royce Fund Services, Inc. (“RFS”) and Indianapolis Life Insurance Company (“Financial
Intermediary”), confirms an agreement between the parties for the sharing of transaction
information relating to any and all series of The Royce Fund and Royce Capital Fund (each a “Fund”)
that may be offered by Financial Intermediary from time to time.
WHEREAS, Financial Intermediary and RFS, Royce & Associates, LLC and/or the Fund have entered
into either a Dealer Agreement, Services Agreement, Order Placement Procedures Agreement or similar
agreement (each a “Dealer Agreement”) whereby the Financial Intermediary is authorized to receive
orders for the purchase, exchange and redemption (“Orders”) of shares of certain of the Funds
(“Shares”) on behalf of the Financial Intermediary’s clients (“Clients”);
WHEREAS, “Clients” shall also refer to (i) the beneficial owner of Shares, whether the Shares
are held directly or by the Financial Intermediary in nominee name, (ii) participants in qualified
employee benefit plan or plans (each a “Plan”) notwithstanding that the Plan may be deemed to be
the beneficial owner of Shares, and (iii) the holder of interests in a variable annuity or variable
life insurance contract issued by the Financial Intermediary; and
WHEREAS, RFS has requested that Financial Intermediary enter into this Agreement with respect
to the implementation and compliance with SEC Rule 22c-2 under the 1940 Act.
NOW THEREFORE, in consideration of the mutual premises herein, the parties hereto, intending
to be legally bound, hereby agree as follows:
1. Agreement to Provide Information. Financial Intermediary agrees to provide to RFS or its
designee, upon written request, the taxpayer identification number (“TIN”), if known, of any or all
Clients of the account. Financial Intermediary also agrees to provide the number of shares, dollar
value, date, name or other identifier (including broker identification number) of any investment
professional(s) associated with the Client(s) or account (if known), and transaction type
(purchase, redemption, transfer or exchange) of every purchase, redemption, transfer, or exchange
of Shares held through an account maintained by Financial Intermediary during the period covered by
the request. Requests must set forth a specific period, generally not to exceed 90 days from the
date of the request, for which transaction information is sought. RFS 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.
Financial Intermediary agrees to transmit the requested information that is on its books and
records to RFS or its designee promptly, but in any event not later than five (5) business days, or
as otherwise agreed to by the parties, after receipt of a request. If the requested information is
not on the Financial Intermediary’s books and records, Financial Intermediary
agrees to (i) provide or arrange to provide to the Fund the requested information pertaining to
shareholders who hold accounts with an indirect intermediary; or (ii) if directed by RFS, block
further purchases of Shares from such indirect intermediary. In such instance, Financial
1
intermediary agrees to inform RFS whether it plans to perform (i) or (ii). Responses required by
this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.
To the extent practicable, the format for any transaction information provided to RFS should be
consistent with the NSCC Standardized Data Reporting Format. For purposes of this provision, an
“indirect intermediary” has the same meaning as in SEC Rule 22c-2 under the 1940 Act.
2. Limitations on Use of Information. RFS agrees not to use the information received for
any purpose other than as necessary to comply with the provisions of Rule 22c-2 or to fulfill other
legal or regulatory requirements subject to the privacy provisions of Xxxxx-Xxxxx-Xxxxxx Act and
comparable state laws.
3. Agreement to Restrict Trading. Financial Intermediary agrees to execute written
instructions from RFS to restrict or prohibit further purchases (including shares acquired by
exchanges) of Shares by a Client that has been identified by RFS or its designee as having engaged
in transactions in the Shares (directly or indirectly through the Intermediary’s account) that
violates policies established by the Fund.
4. Form of Instructions. Instructions must include the TIN, if known, and the specific
restriction(s) to be executed. If the TIN is not known, the instructions must include an equivalent
identifying number of the Client(s) or account(s) or other agreed upon information to which
instruction relates.
5. Timing of Response. Financial Intermediary agrees to execute instruction as soon as
practicable, but not later than five (5) business days, or as otherwise agreed to by the parties,
after receipt of the instructions by the Intermediary.
6. Confirmation of Financial Intermediary. Financial Intermediary must provide written
confirmation to RFS that instructions have been executed. Intermediary agrees to provide
confirmation as soon as reasonably practicable, but not later than ten (10) business days after the
instructions have been executed.
7. Dealer Agreement. All of the provisions of the Dealer Agreement by and between RFS,
Royce & Associates, LLC and/or the Fund and Financial Intermediary shall remain in full force and
effect. To the extent the Dealer Agreement and this Agreement are inconsistent, this Agreement
shall govern.
8. Term. This Agreement shall remain in effect until such time as the Dealer Agreement has
been terminated and is no longer in effect between the two parties. Notwithstanding the foregoing,
the provisions of Sections 1, 2 and 3 shall survive termination of this Agreement for at least 60
days after the termination date.
9. Assignment. There may be no assignment (as defined in the 0000 Xxx) of this
Agreement without the consent of the other party.
1
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date
first above written.
| Royce Fund Services, Inc. | Indianapolis Life Insurance Co |
|||||||||||
| By: | /s/ Xxxx X. Xxxxxxxxx | By: | /s/ Xxxxxxx X. Xxxxxx | |||||||||
| Name: | Xxxx X. Xxxxxxxxx | Name: | Xxxxxxx X. Xxxxxx | |||||||||
| Title: | President | Title: | Executive Vice President | |||||||||
2
Royce Fund Services, Inc.
Post contract implementation for Rule 22c-2 Agreements
Post contract implementation for Rule 22c-2 Agreements
22c-2 Operations Contacts and Operational Overview
Royce Fund Services, Inc. (“RFS”) as distributor for The Royce Fund and Royce Capital Fund will be
taking a risk based approach to oversight of frequent trading under SEC Rule 22c-2. By a “risk
based” approach we mean that we will monitor accounts for activity that exceeds certain thresholds
and when certain trigger conditions are met we will request information from you.
RFS Operational Contacts:
Xxxxx Xxxxxx Director of Mutual Fund Operations |
xxxxx@xxxxxxxx.xxx 000-000-0000 |
|
Xxxxxxx Xxxxxx Operations Manager |
xxxxxxx@xxxxxxxx.xxx 000-000-0000 |
Trading Review
Level 3 Dealers:
RFS will use transaction data from transfer agent records for review. We may require
additional information such as Taxpayer Identification Number (TIN) on specific accounts
under review and will work with you to obtain this.
Broker/Dealer Omnibus:
For broker dealers providing enhanced sales reporting data with similar information to the
DTCC Standardized Data Reporting, RFS will use those daily files for review. We may require
additional information (such as TIN) on specific accounts under review if not provided on
the sales reporting files.
TPA and Other Omnibus Accounts:
RFS will be using DTCC’s Standardized Data Reporting and other existing links to request and
receive trade level detail required to meet our review obligations. For super-omnibus
accounts, we may request daily files to get plan level detail. All other requests will be
made based on our risk based review model.
3
