RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
AMENDMENT entered into as of ___________________, 2007, by and between
Allianz Global Investors Distributors LLC ("AGID"), the principal underwriter
for Premier VIT and PIMCO Variable Insurance Trust (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, AGID and Intermediary (each a "Party" and, together, the
"Parties") seek to enter into this Amendment in order for the Trusts, AGID 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"), and to make
other changes to the Participation Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, which consideration is full and complete, AGID and Intermediary
hereby agree as follows:
A. CONTRACTHOLDER INFORMATION
A.1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide Fund
Agent, 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, if known, of any
or all Contractholder(s) of the account, the name or other identifier
of any investment professional(s) associated with the Contractholder(s)
or account (if known), 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 Intermediary during the period covered by the request.
Unless otherwise specifically requested by the Fund Agent, the
Intermediary shall only be required to provide information relating to
Contractholder-Initiated Transfer Purchases or Contractholder-Initiated
Transfer Redemptions.
A.1.1. 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. Fund Agent may
request transaction information older than 90 days from the
date of the request as it deems necessary to investigate
compliance with policies established or utilized by a Trust or
Fund Agent for the purpose of eliminating or reducing any
dilution of the value of the outstanding shares issued by a
Fund.
Fund Agent requests for transaction 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.
A.1.2. FORM AND TIMING OF RESPONSE. Intermediary agrees to provide,
promptly upon request of Fund Agent, the requested information
specified in Section A.1. 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 Section A.1 is itself a "financial
intermediary," as that term is defined in Rule 22c-2 (an
"Indirect Intermediary") and, upon request of Fund Agent,
promptly either (i) provide (or arrange to have provided) the
information set forth in Section A.1 for those Contractholders
who hold an account with an Indirect Intermediary or (ii)
restrict or prohibit the Indirect Intermediary from purchasing
Shares in nominee name on behalf of other persons.
Intermediary additionally agrees to inform Fund Agent whether
it plans to perform (i) or (ii) above. 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 Contractholder and transaction
information provided to Fund Agent should be consistent with
the NSCC Standardized Data Reporting Format.
A.1.3. LIMITATIONS ON USE OF INFORMATION. Fund Agent 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.
B. EXECUTION OF TRADING RESTRICTION INSTRUCTIONS
B.1. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from Fund Agent to restrict or prohibit further purchases
or exchanges of Shares by a Contractholder that has been identified by
Fund Agent as having engaged in transactions in Shares (directly or
indirectly through Intermediary's account) that violate policies
established or utilized by a Trust or Fund Agent for the purpose of
eliminating or reducing any dilution of the value of the outstanding
Shares issued by a Fund. Unless otherwise directed by Fund Agent, any
such restrictions or prohibitions shall only apply to
Contractholder-Initiated Transfer Purchases or Contractholder-Initiated
Transfer Redemptions that are effected directly or indirectly through
Intermediary.
B.1.1. 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 Contractholder,
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
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associated with the Contractholder is not known, the
instructions must include an equivalent identifying number of
the Contractholder(s) or account(s) or other agreed upon
information to which the instruction relates. Upon request of
the Intermediary, Fund Agent aggress to provide to the
Intermediary, along with any written instructions to prohibit
further purchases or exchanges of Shares by Shareholder,
information regarding those trades of the Contractholder that
violated the Fund's policies relating to eliminating or
reducing any dilution of the value of the Fund's outstanding
Shares.
B.1.2. TIMING OF RESPONSE. Intermediary agrees to execute
instructions from Fund Agent as soon as reasonably
practicable, but not later than five (5) business days after
receipt of the instructions by Intermediary.
B.1.3. CONFIRMATION BY INTERMEDIARY. Intermediary must provide
written confirmation to Fund Agent that Fund Agent's
instructions to restrict or prohibit trading 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.
C. DEFINITIONS
For purposes of this Amendment, certain terms are used as defined in
the preamble or body of this Amendment. The following terms shall have the
following meanings, unless a different meaning is clearly required by the
context:
C.1. The term "Contractholder" means the holder of interests in a Contract
or a participant in an employee benefit plan with a beneficial interest
in a Contract.
C.2. The term "Contractholder-Initiated Transfer Purchase" means a
transaction that is initiated or directed by a Contractholder 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 a 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) as a result of a one-time step-up in
Contract value pursuant to a Contract death benefit; (iv) as a result
of an 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 "Contractholder-Initiated Transfer Redemption" means a
transaction that is initiated or directed by a Contractholder 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
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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.
C.3. The term "Funds" shall mean the constituent series of the Trusts, but
for purposes of Section A of this Amendment shall not include Funds
excepted from the requirements of paragraph (a) of Rule 22c-2 by
paragraph (b) of Rule 22c-2.
C.4. The term "Fund Agent" shall mean AGID or such other persons or entities
as may be designated as such by the Trusts for purposes of this
Amendment from time to time.
C.5. The term "Participation Agreement" shall mean the Participation
Agreement and/or other similar agreement(s) relating to transactions in
Shares to which Intermediary or any of Intermediary's predecessors,
successors or affiliates is a party.
C.6. The term "promptly" shall mean as soon as practicable but in no event
later than ten (10) business days from Intermediary's receipt of the
request for information from Fund Agent
C.7. The term "Shares" means the interests of Contractholders corresponding
to the redeemable securities of record issued by a Fund.
C.8. The term "written" includes electronic writings and facsimile
transmissions.
In addition, for purposes of this Amendment, the term "purchase" does not
include the automatic reinvestment of dividends or distributions.
D. ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT
The Participation Agreement is hereby further amended to incorporate
the provisions set forth in Exhibit A hereto.
E. SCOPE OF AMENDMENT
Intermediary acknowledges and agrees that this Amendment shall apply to
the handling of all transactions in Shares, whether authorized under the
Participation Agreement or any other agreement between or among Intermediary and
a Trust, any transfer agent of a Trust, AGID, any other Fund Agent or any of
their affiliates, and further acknowledges and agrees that the Participation
Agreement and any other such agreement is hereby modified to the extent
necessary to reflect the agreements herein.
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F. EFFECTIVE DATE
This Amendment shall be effective upon its execution hereof or, if
later, upon the effectiveness of the provisions of Rule 22c-2 relating to
agreements with "financial intermediaries" (as such term is defined in Rule
22c-2). Prior to the effective date of this Amendment, AGID and Intermediary
agree that any request made to Intermediary by AGID for Contractholder
transaction information, and Intermediary's response to such request, shall be
governed by whatever practices AGID and Intermediary had utilized in the absence
of a formal agreement, if any, to govern such requests.
G. ADDITIONAL OBLIGATIONS
It shall be Intermediary's obligation to make any required
notification(s) to its Contractholders of the provisions of this Amendment and
Intermediary agrees to do so. Intermediary also agrees to provide point of sale
disclosure documents to its Contractholders consistent with applicable legal
requirements as in effect from time to time.
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IN WITNESS WHEREOF, the undersigned has caused this Amendment to be
executed as of the date first above written.
ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
___________________________
By:
Title:
Legal name of Intermediary:
COLUMBUS LIFE INSURANCE COMPANY
______________________________
By: X.X. Xxxxxx
Title: President
______________________________
By: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
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EXHIBIT A
ADDITIONAL AMENDMENTS TO PARTICIPATION AGREEMENT
Capitalized terms used in the provisions set forth below are used as
defined in the Participation Agreement.
COMPLIANCE MATTERS. As required by the Participation Agreement,
Intermediary shall comply with provisions of the Prospectuses and
Statement of Additional Information of each Trust, and with applicable
federal and state securities laws. Among other things, Intermediary
shall be responsible for reasonably assuring that: (a) only orders to
purchase, redeem or exchange Shares received by Intermediary or any
Indirect Intermediary prior to the Valuation Time shall be submitted
directly or indirectly by Intermediary to the Fund or its transfer
agent or other applicable agent for receipt of a price based on the net
asset value per Share calculated for that day in accordance with Rule
22c-1 under the 1940 Act(1); and (b) Intermediary shall cause to be
imposed and/or waived applicable redemption fees, if any, only in
accordance with the relevant Fund's then current Prospectuses or
Statement of Additional Information and/or as instructed by Fund Agent.
Intermediary further agrees to make reasonable efforts to assist the
Funds and their service providers (including but not limited to Fund
Agent) to detect, prevent and report market timing or excessive
short-term trading of Shares. To the extent Intermediary has actual
knowledge of violations of Fund policies (as set forth in the
applicable Fund's then current Prospectuses or Statement of Additional
Information) regarding (i) the timing of purchase, redemption or
exchange orders and pricing of Shares, (ii) market timing or excessive
short-term trading, or (iii) the imposition of redemption fees, if any,
Intermediary agrees to report such known violations to Fund Agent. For
purposes of this provision, the term "Valuation Time" refers to the
time as of which the Shares are valued on each business day, currently
the close of regular trading on the New York Stock Exchange (normally,
4:00 p.m., Eastern Time) on each day that the New York Stock Exchange
is open for business.
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(1) Orders to purchase, redeem or exchange Fund shares received by Intermediary
subsequent to the Valuation Time on any given day shall receive a price
based on the next determined net asset value per Share in accordance with
Rule 22c-1 under the 1940 Act.
