RULE 22c-2 AGREEMENT
Xxxxxxx x0x
This Agreement entered into as of April 16, 2007 by and between Principal Life Insurance Company
(the “Company”) and AIM Investment Services, Inc. (“AIS”), transfer agent for the AIM Variable
Insurance Funds (the “Fund”) with an effective date of October 16, 2007.
Prior to the effective date of this Agreement, the Fund and the Company agree that any request made
to the Company by the Fund for shareholder transaction information, and the Company’s response to
such request, shall be governed by whatever agreement is in effect between the Fund and the Company
that is intended to govern such requests.
1. The terms below shall have the following meanings, unless a different meaning is clearly
required by the contexts:
(a) The term “Fund” does include any “excepted funds” as defined in SEC Rule 22c-2(b) under
the Investment Company Act of 1940.
(b) The term “Shares” means the interests of Contract owners corresponding to the
redeemable securities of record issued by the Fund under the Investment Company Act of
1940 that are held by the Company.
(c) The term “Contract owner” means the holder of interests in a variable annuity or
variable life insurance contract issued by the Company (“Contract”), or a participant in an
employee benefit plan with a beneficial interest in a Contract.
(d) The term “Contract owner-Initiated Transfer Purchase” means a transaction that is
initiated or directed by a Contract owner 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) pre-arranged transfers at the conclusion
of a required free look period.
(e) The term “Contract owner-Initiated Transfer Redemption” means a transaction that is
initiated or directed by a Contract owner 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
Contract # AIM-07480-2007-04-16-IND
1
a result of scheduled withdrawals or surrenders from a Contract; or (iv) as a result of payment
of a death benefit from a Contract.
(f) The term “written” includes electronic writings and facsimile transmissions.
2. NOW, THEREFORE, the Fund and the Company hereby agree as follows:
(a) Company agrees to provide AIS or the Fund, upon written request, the taxpayer
identification number (“TIN”),”), the Individual/International Taxpayer Identification Number
(“ITIN”)*, if known, of any or all Contract owner(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 Company during the
period covered by the request. Upon further request by AIS or the Fund, the Company agrees to
provide the name or other identifier of any investment professionals (if known) associated
with any Contract Owner(s) account which has been identified by the Fund as having violated
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.
(b) Requests must set forth a specific period, not to exceed 90 days from the date of the
request, for which transaction information is sought. AIS or the Fund 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.
(c) Company agrees to provide, promptly but in no event later than five (5) business days
upon request of AIS or the Fund, the requested information specified in 2.(a). If requested by
AIS or the Fund, Company agrees to use best efforts to determine promptly whether any specific
person about whom it has received the identification and transaction information specified in
2,(a) is itself a financial intermediary (“indirect intermediary”) and, upon further request
of AIS or the Fund, promptly either (i) provide (or arrange to have provided) the information
set forth in 2.(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. Company additionally agrees to inform AIS
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 AIS or the Fund and the Company; and to the extent
| * | 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. |
2
practicable, the format for any transaction information provided to AIS should be consistent
with the NSCC Standardized Data Reporting Format.
(d) AIS and the Fund agree 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.
(e) Company agrees to execute written instructions from AIS to restrict or prohibit further
purchases or exchanges of Shares by a Contract owner that has been identified by AIS as having
engaged in transactions of the Fund’s Shares (directly or indirectly through the Company’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
Contract owner-Initiated Transfer Purchases or Contract owner-Initiated Transfer Redemptions
that are effected directly or indirectly through Company.
(f) Instructions must include the TIN, ITIN, or GII and the specific individual Contract or
policy number associated with the Contract owner, 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 or policy number associated with the Contract
owner is not known, the instructions must include an equivalent identifying number of the
Contract owner(s) or accounts) or other agreed upon information to which the instruction
relates. Upon request of the Company, Fund agrees to provide to the Company, along with any
written instructions to prohibit further purchases or exchanges of Shares by Contract owner,
information regarding those trades of the contract holder that violated the Fund’s policies.
(g) 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.
(h) Company must provide written confirmation to the Fund that instructions have been executed.
Company agrees to provide confirmation as soon as reasonably practicable, but not later than
ten business days after the instructions have been executed.
3. The parties 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.
4. This Agreement will terminate upon the termination of the Fund participation Agreement.
3
5. The Company shall not assign this Agreement without the prior written consent of AIS, which
consent shall not be unreasonably withheld or delayed. AIS may assign this Agreement to any other
affiliated entity which undertakes the role of transfer agent for the Funds and will provide prompt
notice to the Company of any such assignment.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of April 16,2007.
PRINCIPAL LIFE INSURANCE COMPANY
|
||
/s/ Xxxx Xxxxxx |
||
Title: Director — Product Management |
||
AIM INVESTMENT SERVICES, INC. |
||
/s/ Xxxxxxx X xxxxxx, Xx. |
||
Title: President |
4
