XXXX XXXXXXX TRUST
(All Portfolios except
American Asset Allocation Trust
American BLUE Chip Income and Growth Trust
American Bond Trust
American Global Small Capitalization Trust
American Global Growth Trust
American Growth-Income Trust
American Growth Trust
American High-Income Trust
American International Trust
American New World Trust
Any American Fund Portfolio (as defined below))
SHAREHOLDER INFORMATION AGREEMENT
This Agreement is effective as of April 16, 2007, or such other compliance
effective date mandated by Rule 22c-2 under the Investment Company Act of 1940
("Rule 22c-2"), whichever shall last occur, by and among XXXX XXXXXXX LIFE
INSURANCE COMPANY (U.S.A.), ("Xxxx Xxxxxxx USA"), XXXX XXXXXXX LIFE INSURANCE
COMPANY OF NEW YORK, ("Xxxx Xxxxxxx New York"), XXXX XXXXXXX LIFE INSURANCE
COMPANY ("Xxxx Xxxxxxx") and XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY
("Xxxx Xxxxxxx Life"), each on behalf of itself and its variable annuity,
variable group annuity and variable life insurance separate accounts as listed
in Appendix A (each an "Account;" collectively, the "Accounts") (Xxxx Xxxxxxx
USA, Xxxx Xxxxxxx New York, John Xxxxxxx and Xxxx Xxxxxxx Life and each of its
Accounts are each referred to herein as an "INTERMEDIARY" and collectively as
the "INTERMEDIARIES"), and XXXX XXXXXXX TRUST, a business trust organized under
the laws of the Commonwealth of Massachusetts (THE "TRUST") on behalf of each
of its series except the American Asset Allocation Trust, American Blue Chip
Income and Growth Trust, American Bond Trust, American Global Growth Trust,
American Global Small Capitalization Trust, American Growth-Income Trust,
American Growth Trust, American High-Income Trust, American International
Trust, American New World Trust and any series of the Trust that may be
registered in the future that is a feeder fund for any portfolio of the
American Fund Insurance Series (an "American Fund Portfolio").
WHEREAS, the Trust has designated Xxxx Xxxxxxx Distributors, LLC, its
principal underwriter, as its agent ("FUND AGENT") for purposes of compliance
with Rule 22c-2; and
WHEREAS, the Intermediaries facilitate trading for Shareholders investing
indirectly in one or more of series of the Trust;
WHEREAS, Rule 22c-2 requires Fund Agent or the Trust to enter into an
agreement with each financial intermediary in accordance with Rule 22c-2; and
WHEREAS, Fund Agent has identified each Intermediary as a "financial
intermediary" as that term is defined by Rule 22c-2.
NOW THEREFORE, in consideration of the foregoing and the mutual promises set
forth below, the Trust and each Intermediary agree as follows:
Page 1 of 7
1. DEFINITIONS
A. The term "FUND" includes the Fund Agent and the Trust. The term does
not include any money market fund.
B. The term "SHARES" means the interests of Shareholders corresponding
to the redeemable securities of record issued by the Trust that are held by an
Intermediary.
C. For insurance companies, the term "SHAREHOLDER" means the holder of
interests in a variable annuity contract, variable group annuity contract or
variable life insurance contract issued by an Intermediary.
D. The term "WRITTEN" includes electronic writing and facsimile
transmissions.
2. AGREEMENT TO PROVIDE INFORMATION. Each Intermediary agrees to provide the
Fund, upon written request by the Fund or its agent, a unique identifying
number, if known, of all Shareholders that purchased, redeemed, transferred, or
exchanged Shares held through an account with the Intermediary during the
period covered by the request, and the amount and dates of such Shareholder
purchases, redemptions, transfers, and exchanges. The Fund acknowledges and
agrees that the Intermediary will only provide such information regarding a
Shareholder that the Intermediary is permitted to provide without Shareholder
consent under applicable laws, rules, and regulations. If the Intermediary is
required by law to obtain Shareholder consent in order to provide such
information to the Fund, the Intermediary will use reasonable efforts to obtain
such consent.
A. PERIOD COVERED BY REQUEST. Requests must set forth a specific period
for which transaction information is sought, which will generally not exceed
ninety (90) calendar days of transaction information. Each request must be in
writing, and a separate request must be made for each specific period for which
transaction information is sought. The Fund will not request transaction
information more often than quarterly, and shall not request transaction
information that is older than twelve (121 months from the date of the request,
unless the Fund deems it necessary to investigate disruptive short-term
trading, which the Trust defines as any transaction activity that may increase
portfolio transaction costs, disrupt management of a portfolio (affecting the
advisor or a sub-adviser's ability to effectively manage a portfolio in
accordance with its investment objective and policies) or dilute the interest
in a portfolio held for long-term investment.
B. FORM AND TIMING OF RESPONSE. The Intermediary agrees to transmit the
requested information that is on its books and records to the Fund or its
designee not later than ten (10) business days after receipt of a request, or
as mutually agreed upon by the parties. If the requested information is not on
the Intermediary's books and records, the Intermediary agrees, within the time
period designated above, to: (i) provide or arrange to provide to the Fund the
required information from Shareholders who hold an account with an indirect
intermediary, (ii) obtain assurances from the indirect intermediary that the
requested information will be provided directly to the Fund promptly, or
(iii) if directed by the Fund, advise the indirect intermediary that henceforth
the Intermediary will not accept instructions from such indirect intermediary
as to purchases and exchanges of Shares indirectly through the account of the
Page 2 of 7
Intermediary unless such instructions are sent by regular U.S. mail. In such
instances, the Intermediary agrees to inform the Fund whether it plans to
perform (i), (ii), or (iii). 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
the Fund should be consistent with the NSCC Standardized Data Reporting Format.
For purposes of this provision, an "indirect intermediary" means any person
that holds Shares through an Intermediary that is itself a "financial
intermediary" as defined by Rule 22c-2.
C. 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 for any purpose not
permitted under the privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act
(Public Law 106-102) and comparable state laws.
3. AGREEMENT TO ENFORCE SHORT-TERM TRADING POLICY. Each Intermediary has
established the short-term trading policy attached hereto as Appendix B (the
"Short-Term Trading Policy") and agrees to enforce the Short-Term Trading
Policy during the term of this Agreement. The Short-Term Trading Policy may be
amended from time to time and unless otherwise specifically requested by the
Fund, the Intermediaries do not intend to update Appendix B of the Agreement
upon such amendment
4. AGREEMENT TO RESTRICT TRADING. During the term of this Agreement the
Intermediary agrees that it shall enforce the Short-Term Trading Policy with
respect to Shareholders. Where a Shareholder has been identified by the Fund as
having engaged in potentially harmful market timing or frequent trading, then
the Intermediary shall advise such Shareholder that the Intermediary is
imposing additional trading restrictions on the Shareholder's transactions in
the Intermediary's Account as permitted under the Short-Term Trading Policy,
that may include advising the Shareholder that henceforth the Intermediary will
not accept instructions from such Shareholder as to purchases or exchanges of
Shares indirectly through the Intermediary's Account, unless such instructions
are sent to the Intermediary by regular U.S. mail.
A. FORM OF INSTRUCTIONS. Instructions must include a unique identifying
number, if known, and the specific instructions as to the Shareholders who are
to be advised by the Intermediary of additional trading restrictions, including
advising that henceforth such Shareholder's instructions for purchases and
exchanges must be sent by regular U.S. mail. If a unique identifying number is
not known, the instructions must include an identifying number of the
Shareholder(s) or account(s) or other agreed upon information to which the
instruction relates.
B. TIMING OF RESPONSE. The Intermediary agrees to execute instructions
as soon as reasonably practicable, but not later than ten (10) business days
after receipt of the instructions by the Intermediary, or as mutually agreed
upon by the parties.
C. CONFIRMATION BY THE INTERMEDIARY. The Intermediary must provide
written confirmation to the Fund that instructions have been executed. The
Intermediary agrees to provide confirmation as soon as reasonably practicable,
but not later than ten (10) business days after the instructions have been
executed, or as mutually agreed upon by the parties.
Page 3 of 7
IN WITNESS WHEREOF, the Trust and each Intermediary have executed and
delivered this Agreement as of the date first written above.
XXXX XXXXXXX TRUST
On behalf of each of its portfolios except:
American Asset Allocation Trust
American Blue Chip Income and Growth Trust
American Bond Trust
American Global Small Capitalization Trust
American Global Growth Trust
American Growth-Income Trust
American Growth Trust
American High-Income Trust
American International Trust
American New World Trust
By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxxx,
Title: President
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(on behalf of itself and its Accounts)
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President, U.S.
Insurance
XXXX XXXXXXX LIFE INSURANCE COMPANY OF NEW YORK
(on behalf of itself and its Accounts)
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President, U.S.
Insurance
XXXX XXXXXXX LIFE INSURANCE COMPANY
(on behalf of itself and its Accounts)
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Executivevice President
XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY
(on behalf of itself and its Accounts)
By: /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: President
Page 4 of 7
APPENDIX A
SEPARATE ACCOUNTS OF XXXX XXXXXXX USA, XXXX XXXXXXX NEW YORK, JOHN XXXXXXX AND
XXXX XXXXXXX LIFE
Xxxx Xxxxxxx USA
Separate Account A
Separate Account B
Separate Account D
Separate Account E
Separate Account H
Separate Account N
Xxxx Xxxxxxx New York
Separate Account A
Separate Account B
Separate Account D
Separate Account E
Xxxx Xxxxxxx
Variable Annuity Account H
Variable Annuity Account U
Variable Annuity Account I
Variable Annuity Account V
Separate Account UV
Xxxx Xxxxxxx Life
Variable Annuity Account I
Variable Annuity Account JF
Variable Annuity Account V
Separate Account S
Separate Account U
Separate Account V
Page 5 of 7
APPENDIX B
SHORT-TERM TRADING POLICY FOR EACH INTERMEDIARY
1. In order to deter market timing, each Intermediary restricts transfers to
two per month per insurance contract or qualified plan participant. (For
purposes of this restriction, all transfers made by a contract
owner/participant during the period from the opening of trading each day the
net asset value of the shares are determined (usually 9 a.m.) to the close of
trading that day (the close of day-time trading of the New York Stock Exchange
(usually 4 p.m.)) are considered one transfer.) Contract owners/participants
may, however, transfer to the Money Market Trust of the Fund even if the two
transfer per month limit has been reached if 100% of the assets in the .
variable investment option are transferred to the Money Market Trust. If such a
transfer to the Money Market Trust is made, for a 30 day period after such
transfer, no subsequent transfers from the Money Market Trust to another
portfolio of the Fund may be made. (Certain group annuity contracts owned by
qualified plans use the Xxxx Xxxxxxx Stable Value Fund instead of the Money
Market Trust. Participants in those plans may make such a transfers to the Xxxx
Xxxxxxx Stable Value Fund subject to the same conditions.) In certain contracts
or plans, certain transfer are excluded from this policy as described below.
Special provisions apply to corporate owned life insurance policies as noted
below.
Corporate Owned Life Insurance Policies. In lieu of the restrictions above,
each Intermediary restricts corporate owned life insurance policy owners as
follows:
corporate owned life insurance policy owners may rebalance the investment
options in their policies within the following limits: (i) during the 10
calendar day period after any policy values are transferred from one
investment account into a second investment account, the values can only be
transferred out of the second investment account if they are transferred
into the Money Market B investment account; and (ii) any policy values that
would otherwise not be transferable by application of the 10 day limit
described above and that are transferred into the Money Market B investment
account may not be transferred out of the Money Market B investment account
into any other accounts (fixed or investment) for 30 calendar days.
2. In addition to the above, if any Intermediary determines, in its sole
discretion, that any exchange may disrupt or be potentially disruptive to an
Account or sub-account, it reserves the right to impose additional
restrictions, as permitted under the Variable Contract, including, but not
limited to, the following:
a. restricting the number of exchanges made during a defined period;
b. restricting the dollar amount of exchange;
c. restricting the method used to submit requests for purchases and
exchanges (e.g. requiring purchase and exchange requests to be submitted
in writing via regular U.S. mail); and,
Page 6 of 7
d. restricting exchanges into and out of certain separate accounts and
sub-accounts.
3. Certain transactions, including, but not limited to, the following, shall
not be subject to the restrictions of the above short-term trading policy:
a. purchases of Shares as a result of plan Participant payroll or employer
contributions or loan repayments;
b. distributions, loans, and in-service withdrawals from a qualified
retirement plan;
c. redemptions or transfers of Shares as a result of a qualified plan
termination or at the direction of a qualified plan;
d. purchases of Shares by reinvestment of dividends or capital gains
distributions, as applicable;
e. transfers or rollovers in a qualified plan;
f. conversions of Shares within one sub-account due to a movement from one
share class to another in the Fund; and
g. redemptions of Shares to pay underlying mutual fund, separate account,
or sub-account fees, or plan-level fees.
h. transfers pursuant to automated or pre-established programs
i. transfers made within a prescribed period before and after a
substitution of underlying funds in an insurer's separate account.
j. transfers made during an annuity contract's payout phase.
Page 7 of 7
