RULE 22C-2 INFORMATION SHARING AGREEMENT
THIS AGREEMENT is entered into as of ___________________, 2007, by and
between OppenheimerFunds Services, a division of OppenheimerFunds, Inc., and
OppenheimerFunds Distributor, Inc. (together "Xxxxxxxxxxx"), the principal
underwriter for Xxxxxxxxxxx Variable Account Funds and Panorama Series Funds
(each a "Trust" and, collectively, the "Trusts") and Columbus Life Insurance
Company ("Intermediary").
WHEREAS, Intermediary, pursuant to a Participation Agreement (as
defined below), purchases Shares of the Trusts to fund certain variable life
insurance or variable annuity contracts issued by Intermediary ("Contracts");
and
WHEREAS, Xxxxxxxxxxx and Intermediary (each a "Party" and, together, the
"Parties") enter into this Agreement in order for the Trusts, Xxxxxxxxxxx and
Intermediary to comply with the requirements of Rule 22c-2 ("Rule 22c-2") under
the Investment Company Act of 1940, as amended (the "1940 Act").
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, Xxxxxxxxxxx and Intermediary hereby agree 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:
The term "Intermediary" means (i) any broker, dealer, bank, or other entity that
holds securities of record issued by the Fund in nominee name; (ii) in the case
of a participant-directed employee benefit plan that owns securities issued by
the Fund (1) a retirement plan administrator under ERISA or (2) any entity that
maintains the plan's participant records; and (iii) an insurance company
separate account.
The term "Fund" means an open-ended management investment company of the Trusts
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 not does include any "excepted
funds" as defined in SEC Rule 22c-2(b) under the Investment Company Act of
1940.(1)
The term "Participation Agreement" means a Participation Agreement and/or
similar agreement(s) relating to transactions in Shares to which Intermediary or
any of the Intermediary's predecessors, successors or affiliates (on
Intermediary's behalf) is or becomes a party.
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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.
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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 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.
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 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.
The term "written" includes electronic writings and facsimile transmissions.
B. SHAREHOLDER INFORMATION.
B.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.
B.2. PERIOD COVERED BY REQUEST. Requests must set forth a specific period, not
to exceed 90 days from the date of the request, for which transaction
information is sought. The Fund may request transaction information older than
90 days from the date of the request as it
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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.
B.3 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.
B.4 FORM AND TIMING OF RESPONSE. (a) Intermediary agrees to provide promptly,
but not later than ten business days after the request, of the Fund or its
designee, the requested information specified in B.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 B.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 B.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.
B.5. LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use the
information received under 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.
C. TRADING RESTRICTION INSTRUCTIONS.
C.1. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases, transfers
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. Instructions must be
received by Intermediary at the address that Intermediary may communicate to
Fund in writing from time to time.
C.2. FORM OF INSTRUCTIONS. Instructions must include the TIN, ITIN, or GII, if
known, and the specific individual Contract owner number or participant account
number associated with
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the Shareholder, if known, and the specific restriction(s) to be executed. 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.
C.3. 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.
C.4 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.
D. EFFECTIVE DATE. This Agreement shall be effective upon its execution or, if
later, upon the effectiveness of the provisions of 22c-2 relating to agreements
with "financial intermediaries" (as such term is defined in Rule 22c-2). Prior
to the effective date of this Agreement, the Fund and the Intermediary agree
that any request made to the Intermediary by the Fund for shareholder
transaction information, and the Intermediary's response to such request, shall
be governed by whatever practices the Fund and the Intermediary had utilized in
the absence of a formal agreement, if any, to govern such requests.
E. TERMINATION. This Agreement will terminate upon Intermediary ceasing to be a
"financial intermediary" with respect to the Fund, within the meaning of Rule
22c-2 under the Investment Company Act of 1940, as amended, except the Fund may
request information subject to this Agreement for transactions occurring prior
to termination.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as
of the date first above written.
XXXXXXXXXXX FUNDS SERVICES COLUMBUS LIFE INSURANCE COMPANY
By: ___________________________ By: ___________________________
Name: Name: Xxxx X. Xxxxxxxxx
Title: Title: Senior Vice President
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: ___________________________
By: ___________________________ Name: Xxxxxx X. Xxxxxxxxx
Name: Title: Senior Vice President
Title:
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