Contract
EXHIBIT 8(j)(v)
X. XXXX PRICE FUNDS
RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
This Agreement is entered into on April 16, 2007 by and between X. Xxxx Price Services, Inc.
(“Services”), X. Xxxx Price Investment Services, Inc., (“Investment Services”) (collectively “X.
Xxxx Price”) and Indianapolis Life Insurance Company (“Intermediary”) with an effective date of
October 16, 2007 or such earlier date as mutually agreed upon by the parties.
WHEREAS, Prior to the effective date of this Shareholder Information 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 request;
WHEREAS, Services is the registered transfer agent and Investment Services is the distributor
and underwriter for the X. Xxxx Price Funds (“Funds”);
WHEREAS, Intermediary facilitates trading for shareholders investing in one or more of the
Funds;
WHEREAS, Rule 22c-2 requires X. Xxxx Price or the Funds to enter into a Shareholder
Information Agreement with each financial intermediary, as defined by Rule 22c-2 of Investment
Company Act of 1940 (“Rule 22c-2”); and
WHEREAS, X. Xxxx Price has identified Intermediary as a financial intermediary.
NOW THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the
parties agree as follows:
1. Definitions
A. The term “Fund” includes Services, Investment Services, and/or the Fund. The term not does
include any money market fund. “Fund’s designee” includes a third party the Fund has contracted
with to perform some or all of the services herein.
B. The term “Purchase” does not include the automated reinvestment of dividends.
C. The term “Shares” means the interests of Shareholders corresponding to the redeemable
securities of record issued by the Fund that are held by the Intermediary.
D. The term “Shareholder” means the beneficial owner of Shares, whether the Shares are held
directly or by the Intermediary in nominee name.
E. For retirement record keepers, the term “Shareholder” means the Plan participant
notwithstanding that the Plan may be deemed to be the beneficial owner of Shares.
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F. For insurance companies, the term “Shareholder” means the holder of interests in a variable
annuity or variable life insurance contract issued by the Intermediary.
G. The term “written” includes electronic writing and facsimile transmissions.
2. Agreement to Provide Information. Intermediary agrees to provide the Fund, or Fund’s
designee, upon written request, the taxpayer identification number (“TIN”), the
Individual/International Taxpayer Identification Number (“ITIN”), or other government-issued
identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date,
name or other identifier of any investment professional(s) associated with the Shareholder(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 the
Intermediary during the period covered by the request.
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. The Fund, or Fund’s designee, will not request transaction information
older than 180 days from the date of the request unless the Fund deems it 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. Form and Timing of Response. Intermediary agrees to transmit the requested information
that is on its books and records to the Fund, or Fund’s designee, promptly, but in any event not
later than five (5) business days or such other time as agreed to by the Fund, after
receipt of a request. If requested by the Fund, or Fund’s designee, Intermediary agrees to use its
best efforts to determine promptly whether any specific person about whom it has received the
identification and transaction information specified in 2 above is itself a financial intermediary
(“Indirect Intermediary”) and, upon further request of the Fund, or Fund’s designee, promptly
(within the time period designated above): (i) provide or arrange to provide to the Fund, or Fund’s
designee, the information in 2 above for those shareholders who hold an account with an Indirect
Intermediary, or (ii) if directed by the Fund or Fund’s designee, restrict or prohibit further
purchases of Fund shares from such Indirect Intermediary. In such instances, Intermediary agrees to
inform the Fund, or Fund’s designee, 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 the
Fund, or Fund’s designee, should be consistent with the NSCC Standardized Data Reporting Format.
For purposes of this provision, an “Indirect Intermediary” has the same meaning as in Rule 22c-2.
C. Limitations on Use of Information. The Fund 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. Intermediary agrees to execute written instructions from
the Fund, or Fund’s designee, to restrict or prohibit further purchases or
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exchanges of Shares or take such other action as requested by the Fund, or Fund’s Designee,
for a Shareholder that has been identified by the Fund, or Fund’s designee, 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.
A. Form of Instructions. Instructions must include the TIN, ITIN or GII if known, and the
specific restriction(s) to be executed. If the TIN, ITIN or GII 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.
B. Timing of Response. Intermediary agrees to execute instructions as soon as reasonably
practicable, but not later than five (5) business days after receipt of the instructions by
the Intermediary.
C. Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund,
or Fund’s designee, 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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date
first written above.
T. ROWS PRICE INVESTMENT SERVICES, INC. | X. XXXX PRICE SERVICES, INC. | |||||||
By:
|
/s/ Xxxxx Xxxxxxx | /s/ Xxxxx Xxxxxxx | ||||||
Name: Xxxxx Xxxxxxx | Name: Xxxxx Xxxxxxx | |||||||
Title: Vice President | Title: Vice President | |||||||
Date: 4/9/07 | Date: 4/9/07 | |||||||
INTERMEDIARY | ||||||||
By:
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/s/ Xxxxxxx X. Xxxxxx | |||||||
Name: Xxxxxxx X. Xxxxxx | ||||||||
Title: Exec. Vice President | ||||||||
Date: 4/5/07 |
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Intermediary: Please provide the following information:
Intermediary Information
Address 1:
Address 2:
Address 3:
City:
State, Zip Code
Phone:
Email:
If Company trades through NSCC, please also provide the NSCC Firm Number(s) covered by this
Agreement: ; ; ;
.
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