COLUMBIA FUNDS VARIABLE INSURANCE TRUST I
SHAREHOLDER SERVICING AGREEMENT
Ladies and Gentlemen:
We wish to enter into this Shareholder Servicing Agreement ("Agreement")
with you concerning the provision of administrative support services to your
clients ("Customers") who may from time to time beneficially own those shares in
one or more of the portfolios (collectively, the "Funds") of Columbia Funds
Variable Insurance Trust I (formerly Nations Separate Account Trust) (the
"Trust") that have a Board approved shareholder servicing plan and that we
mutually agree upon from time to time (the "Funds"). The shares of the Funds are
collectively referred to herein as "Shares." The terms and conditions of this
Agreement are as follows:
1. PROVISION OF SHAREHOLDER SERVICES
(a) You agree to provide some or all of the following administrative
support services to your Customers who may from time to time
beneficially own Shares: (i) aggregating and processing purchase and
redemption requests for Shares from Customers and transmitting net
purchase and redemption orders to our distributor or transfer agent
("Transfer Agent") in the manner and at the times we direct and in
accordance with the Funds' Prospectuses (as defined below); (ii)
providing Customers with a service that invests the assets of their
accounts in Shares pursuant to specific or pre-authorized
instructions; (iii) processing dividend and distribution payments from
Funds on behalf of Customers; (iv) providing information periodically
to Customers showing their positions in Shares; (v) arranging for bank
wires; (vi) responding to Customers' inquiries concerning their
investment in Shares; (vii) providing subaccounting with respect to
Shares beneficially owned by Customers or the information necessary
for subaccounting; (viii) if required by law, forwarding shareholder
communications from us (such as proxies, shareholder reports, annual
and semi-annual financial statements, and dividend, distribution and
tax notices) to Customers; (ix) forwarding to Customers proxy
statements and proxies containing any proposals regarding this
Agreement; (x) general shareholder liaison services; and (xi)
providing such other similar services as we may reasonably request to
the extent you are permitted to do so under applicable statutes, rules
or regulations.
(b) You shall perform all such services in a professional, competent and
timely manner.
(c) You will provide such office space and equipment, telephone facilities
and personnel (which may be any part of the space, equipment and
facilities currently used in your business, or any personnel employed
by you) as may be reasonably necessary or beneficial in order to
provide the support services contemplated hereby. You and your
employees will, upon request, be available during normal
business hours to consult with us or our designees concerning the
performance of your responsibilities under this Agreement.
(d) You represent, warrant and agree that the services described in
Section 1(a) of this Agreement are primarily intended to provide
administrative support to your Customers who own shares of the Funds,
not to sell shares issued by us.
(e) You will act solely as agent or, upon the order of, and for the
account of, your Customers. You represent and warrant that you have
full authority to act on behalf of each Customer and will act only in
accordance with the scope of your authority when acting on behalf of
the Customer.
2. ADHERENCE TO APPLICABLE LAW
(a) You agree to comply with applicable laws, regulations and rules of
self-regulatory organizations (collectively "Applicable Law") and, if
applicable, the rules of the National Securities Clearing Corporation
("NSCC"), as well as the terms of the Funds' then-current prospectuses
and statements of additional information including any supplements
thereto (collectively, the "Prospectus"), and such procedures and
instructions as we or our designees may communicate to you.
(b) You agree to cooperate with all requests by us with respect to
discouraging, monitoring and terminating patterns of trading that we
deem disruptive, including providing, promptly upon request by us, the
Taxpayer Identification Number of all shareholders (as such term is
defined by Rule 22c-2 under the Investment Company Act of 1940, as
amended (the "1940 Act")) that purchased, redeemed, transferred or
exchanged shares held through an account with you, and the amounts and
dates of such purchases, redemptions, transfers or exchanges. You
agree to comply with any restrictions and limitations on purchases,
redemptions and exchanges described in the Prospectus, including any
restrictions or prohibitions relating to frequent purchases and
redemptions (i.e., market timing). If it should come to your attention
that any Customers are engaging in a pattern of purchases, redemptions
and/or exchanges of shares that appears to evidence market timing, you
shall promptly notify us and the distributor in writing of such
pattern. You also shall execute any instructions from us or the
distributor to restrict or prohibit further purchases or exchanges of
Fund shares by a shareholder (as such term is defined by Rule 22c-2
under the 0000 Xxx) who has been identified by us as having engaged in
transaction of Fund shares (directly or indirectly through your
account) that violate policies established by us for the purpose of
eliminating or reducing any dilution of the value of the outstanding
securities issued by the Fund.
(c) Upon request, you will promptly provide us such documentation
regarding your know your customer and anti-money laundering policies
and/or evidencing the identity of the beneficial owners of Fund Shares
as is necessary to permit us, the Funds and the Transfer Agent to
comply with applicable "know your customer" and anti-money laundering
laws and regulations. You agree to monitor for
suspicious transactions and to assist us in monitoring for such
transactions upon our or the Funds' request. You further represent and
warrant that you: (i) have established policies and procedures
designed to prevent and detect money laundering and to meet applicable
anti-money laundering legal and regulatory requirements; (ii) have
procedures to ensure that none of your Customers holding Fund shares
appear on or are covered by any lists of prohibited persons, entities,
and jurisdictions maintained and administered by the U.S. Treasury
Department's Office of Foreign Assets Control ("OFAC"); (iii) have
identified, will continue to identify and will retain all
documentation necessary to identify your Customers and their sources
of funds; and (iv) do not believe, have no current reason to believe
and will notify us immediately if you come to have reason to believe
that any of your Customers holding Fund shares through you are engaged
in money-laundering activities or are associated with any terrorist or
other individuals, entities or organizations sanctioned by the United
States or the jurisdictions in which you do business, or appear on any
lists of prohibited persons, entities, and jurisdictions maintained
and administered by OFAC.
(d) You agree to cooperate fully with any and all efforts by us or the
distributor to assure ourselves that you have implemented effective
compliance policies and procedures administered by qualified personnel
including, without limitation: (i) permitting us and the distributor
to become familiar with your operations and understand those aspects
of your operations that expose us or the distributor to compliance
risks; (ii) permitting us and the distributor to maintain an active
working relationship with your compliance personnel; (iii) providing
us and the distributor with periodic and special reports in the event
of compliance problems; (iv) providing us and the distributor with
such certifications as we may require on a periodic or special basis;
and (v) making your personnel and applicable policies and procedures
available to such audit personnel as we or the distributor may
designate to audit the effectiveness of your compliance controls.
3. REPRESENTATIONS REGARDING FUNDS AND SHARES
Neither you nor any of your officers, employees or agents may make any
statement or representation in connection with us or our affiliates other than
that as contained in the then-current prospectus and statement of additional
information including any supplements thereto (collectively, the "Prospectus"),
shareholder reports and sales literature issued by us or the distributor ("Sales
Literature") or as otherwise approved in writing by us or the distributor.
4. STATUS OF SERVICING AGENT
(a) For all purposes of this Agreement you will be deemed to be an
independent servicing agent, and will have no authority to act as agent for us
in any other capacity, except as expressly provided herein.
(b) We may, in our discretion and without notice, suspend or withdraw the
sale of Shares of any and all Funds, including the sale of Shares to you for the
account of any Customer or Customers.
5. INDEMNIFICATION
By your written acceptance of this Agreement, you agree to and do release,
indemnify and hold us and the Funds harmless from and against any and all direct
or indirect liabilities or losses resulting from requests, directions, actions
or inactions of or by you or your officers, employees or agents regarding your
responsibilities hereunder for the purchase, redemption, transfer or
registration of the Funds' shares (or orders relating to the same) by or on
behalf of Customers.
6. COMPENSATION
(a) In consideration of the services and facilities provided by you
hereunder, we will pay to you a periodic fee, as agreed between us
from time to time, but not in excess of the maximum fee disclosed in
the Prospectus as full payment for your services. The fee rate payable
to you may be prospectively increased or decreased by us, in our sole
discretion, at any time upon notice to you.
(b) Compensation payable under this Agreement is subject to, among other
things, the National Association of Securities Dealers, Inc. ("NASD")
Conduct Rules governing receipt by NASD members of service fees from
registered investment companies (the "NASD Service Fee Rule"). Such
compensation shall only be paid if permissible under the NASD Service
Fee Rule and shall not be payable for services that are deemed to be
distribution-related services, or to the extent otherwise prohibited
by the NASD Service Fee Rule.
7. REPORTS
You agree to furnish us or our designees with such information as we or
they may reasonably request (including, without limitation, periodic
certifications confirming the provision to Customers of the services described
herein), and will otherwise cooperate with us and our designees (including,
without limitation, any auditors or legal counsel designated by us), in
connection with the preparation of reports to our Board(s) of Directors/Trustees
concerning this Agreement and the monies paid or payable by us pursuant hereto,
as well as any other reports or filings that may be required by law.
8. AGREEMENT NOT EXCLUSIVE
We may enter into other similar agreements with any other person or persons
without your consent
9. DISCLOSURE OF COMPENSATION
You agree to disclose your compensation under this Agreement, together with
any other compensation you receive in connection with your Customers'
investments in Fund
shares, to your Customers as required by Applicable Law and to the extent
necessary to ensure that your Customers fully understand all such compensation
and any conflicts of interest related to your receipt of such compensation. You
also agree and warrant that your Customers will authorize your compensation and
that your compensation will not be excessive or unreasonable.
10. PRIVACY AND CONFIDENTIAL INFORMATION
(a) "Confidential Information" means this Agreement and all proprietary
information, data, trade secrets, business information and other
information of any kind which (a) a party ("Discloser") discloses to
the other party ("Recipient") or to which Recipient obtains access in
connection with this Agreement and (b) relates to (i) the Discloser,
(ii) in your case, us, the distributor, the Transfer Agent or our
affiliates, or (iii) third-party suppliers or licensors who have made
confidential or proprietary information available. Confidential
Information includes Customer and account information.
(b) The Recipient shall not disclose or use Confidential Information other
than in the course of ordinary business to carry out the purpose for
which the Confidential Information was provided to the Recipient. The
Recipient also shall not disclose Customer information on other than a
"need to know" basis and then only to: (i) Recipient's employees or
officers; (ii) affiliates of Recipient provided they shall be
restricted in use and redisclosure to the same extent as Recipient; or
(iii) carefully selected subcontractors that have entered into
confidentiality agreements no less restrictive than the terms of this
Agreement; or pursuant to the exceptions set forth in 15 USC 6802(e)
and associated regulations. Prior to any disclosure of Confidential
Information as required by law, the Recipient shall (i) notify the
Discloser of any actual or threatened legal compulsion of disclosure
and any actual legal obligation of disclosure immediately upon
becoming so obligated and (ii) cooperate with the Discloser's
reasonable, lawful efforts to resist, limit or delay disclosure.
Nothing in this Section shall require any notice or other action by us
or our affiliates in connection with requests or demands for
Confidential Information by applicable regulators. The restrictions
set forth herein shall survive the termination of this Agreement.
(c) These confidentiality obligations do not apply to information which:
Recipient already rightfully possesses when disclosed by Discloser;
Recipient independently develops; becomes publicly known other than by
breach of this Section; or Recipient rightfully receives from a third
party without the obligation of confidentiality.
(d) You acknowledge that we must comply with the information security
standards of the Xxxxx-Xxxxx-Xxxxxx Act (15 USC 6801, 6805(b)(1)) and
the regulations promulgated thereunder and with other statutory and
regulatory requirements as well as our internal information security
program. You will reasonably assist us in complying and conforming
with our information protection policies. We will inform you of our
requirements in this regard.
11. EFFECTIVE DATE AND TERMINATION
This Agreement shall become effective as of the date on the signature page.
This Agreement shall cancel and supersede any and all prior similar agreements
or contracts relating to the provision of shareholder services between you and
the Funds or their distributor. We reserve the right to amend or assign (to the
extent assignment is permitted under Applicable Law) this Agreement at any time.
You shall accept any amendment to or assignment of this Agreement by us by
providing services after the date set forth in any notice of amendment or
assignment we send you. This Agreement shall automatically terminate upon its
assignment (as such term is defined in the 1940 Act). You shall provide us
reasonable written notice of such an assignment. Either party may terminate this
Agreement upon reasonable written notice and all obligations to make payments
under this Agreement shall terminate upon such termination. This Agreement also
may be terminated automatically and without payment of penalty with respect to a
Fund by a vote of the majority of the independent directors/trustees of the
legal entity of which the Fund is a series, or upon 60 days notice by a vote of
the majority (as such term is defined in the 0000 Xxx) of the Fund's outstanding
shares.
12. COMMUNICATIONS
You will send any notice to us by first class mail, postage prepaid at: Xxx
Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. We will send any notice to you by
first class mail, postage prepaid, or by confirmed telefacsimile to you at your
address or telefacsimile number as set forth on the signature page or such other
address or telefacsimile number as we may reasonably believe appropriate. A
party that changes its address or telefacsimile number shall promptly notify the
other party.
13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts without giving effect to conflict of
laws principles. This Agreement may not be assigned by either party.
14. ACTIONS BY THE TRUST AND ITS TRUSTEES
The names "Columbia Funds Variable Insurance Trust I" and "Trustees" refer
respectively to the trust created and the Trustees for such trust, as trustees
but not individually or personally, acting from time to time under a Declaration
of Trust. The obligations of "Nations Separate Account Trust" entered into in
the name or on behalf thereof by any of its Trustees, officers, representatives
or agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, Shareholders, officers, representatives or agents of
the trust personally, but bind only the Trust Property (as defined in the
Declaration of Trust), and all persons dealing with any class of shares of the
Trust must look solely to the Trust Property belonging to such class for the
enforcement of any claims against the Trust.
15. AMENDMENTS
We may amend this Agreement upon written notice to you. You will be deemed
to have accepted such amendment by providing the services contemplated in this
Agreement after receipt of such notice. You and we also may amend this Agreement
by means of a written amendment signed by both parties.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us, at the following address: Xxx Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
Very truly yours,
COLUMBIA FUNDS VARIABLE INSURANCE TRUST I
By:
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Name:
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Title:
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Accepted and Agreed to:
By:
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Date:
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