XXX XXXXXX LIFE INVESTMENT TRUST
SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT, dated as of March 1, 2007, is by and between Xxx Xxxxxx Funds
Inc. ("Fund Agent") and the financial intermediary whose name appears on the
signature page of this Agreement ("Intermediary"). Fund Agent is entering into
this Agreement on behalf of Xxx Xxxxxx Life Investment Trust, including any
separate series or portfolios thereof, whether existing at the date of this
Agreement or established subsequent hereto (each, a "Fund," and, collectively,
the "Funds").
WITNESSETH:
WHEREAS, SEC Rule 22c-2 (the "Rule") under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), requires every mutual fund company or
its principal underwriter to enter into written agreements with financial
intermediaries (as defined by the Rule), obligating each financial intermediary,
to (i) provide the fund company, upon request, with specific shareholder
identification and transaction information, and (ii) execute any instructions
from the fund company to block trading of fund shares by shareholders who have
been identified as engaging in transactions of fund shares that violate the fund
company's market-timing and short-term trading policies;
WHEREAS, Fund Agent is the principal underwriter and distributor for the Funds;
and
WHEREAS, Intermediary is either (i) a broker, dealer, bank, or other entity that
holds securities of record issued by a fund in nominee name; (ii) in the case of
a participant-directed employee benefit plan that owns securities issued by a
Fund (1) a retirement plan administrator under ERISA or (2) an entity that
maintains the plan's participant records; or (iii) an insurance company separate
account.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties hereto, intending to be legally bound, hereby agree and
declare as follows:
A. DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings, unless a different meaning is clearly required
by the contexts:
1. The term "Fund" shall mean an open-end 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 Funds;
(ii) the principal underwriter or distributor for the Funds;
or (iii) the transfer agent for the Funds. The term not does
include any "excepted funds" as defined in SEC Rule 22c-2(b)
under the Investment Company Act of 1Act.(1)
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 that are held by the
Intermediary.
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(1) As 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.
3. 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.
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) pre-arranged transfers at the
conclusion of a required free look period.
5. 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, 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.
B. AGREEMENT TO PROVIDE SHAREHOLDER INFORMATION. Intermediary agrees to
provide the Fund, 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, this section shall be read to require
Intermediary to provide only that information relating 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 ninety (90) business days from the date
of the request, for which transaction information is sought.
The Fund may request transaction information older than ninety
(90) business 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.
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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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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 this Section B. 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 this Section B 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 this Section B 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.
C. LIMITATIONS ON THE 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.
D. 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.
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.
2. Timing of Response. Intermediary agrees to execute
instructions as soon as reasonably practicable, but not later
than ten business days after receipt of the instructions by
the Intermediary.
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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.
E. CONSTRUCTION OF THE AGREEMENT; FUND PARTICIPATION AGREEMENTS. The
parties have entered into one or more Fund Participation Agreements
between or among them for the purchase and redemption of shares of the
Fund(s) 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.
F. TERMINATION This Agreement will terminate with respect to a specific
Fund upon the termination of the Fund Participation Agreement relating
to that Fund.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
XXX XXXXXX FUNDS INC.
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
INTERMEDIARY:
COLUMBUS LIFE INSURANCE COMPANY
(please enter full legal name of Intermediary above)
By: ________________________________ By: _________________________________
(signature)
Name: Xxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx
________________________________ _______________________________
(please print)
Title: Senior Vice President Title: Senior Vice President
________________________________ _______________________________
Date: FEBRUARY 22, 2007
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