Item 26(h)(vii)(a)
SHAREHOLDER INFORMATION SHARING AGREEMENT
(UNDER RULE 22C-2(a)(2) OF THE INVESTMENT COMPANY ACT OF 1940)
SHAREHOLDER INFORMATION SHARING AGREEMENT (the "Agreement") effective as of the
16th day of April, 2007, is by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC.
("Fund Agent") and WESTERN RESERVE LIFE ASSURANCE COMPANY OF OHIO and the
intermediary ("Intermediary"). Fund Agent is entering into this Agreement on
behalf of The Universal Institutional Funds, Inc., including any separate series
or portfolios thereof (a "Fund," as defined below).
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" shall mean an insurance company separate account which
is not determined to be an indirect intermediary as such term is defined in SEC
Rule 22c-2.
The term "Fund" shall mean an open-ended 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 Fund;
(ii) the principal underwriter or distributor for the Fund; or (iii) the
transfer agent for the Fund. The term does not include any "excepted funds" as
defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.(1)
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, managed account 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.
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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.
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, managed account 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; (iv) as a result of payment
of a death benefit from a Contract; (v) as part of a Contract discontinuance or
termination of the employee benefit plan; or (vi) as normal participant
withdrawals from employee benefit plans made on account of termination, loans,
hardship, etc.
NOW, THEREFORE, the Fund and the Intermediaries hereby agree as follows:
SHAREHOLDER INFORMATION
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. Furthermore, information requests
may not cover periods prior to the later of the effective date this Agreement or
October 15, 2007.
1.1 PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, not to exceed 90 calendar days from the date of the request, for
which transaction information is sought. The Fund may request transaction
information older than 90 calendar 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.
1.2 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.
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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.
1.3 FORM AND TIMING OF RESPONSE. (a) Intermediary agrees to provide,
promptly upon request of the Fund or its designee, the requested
information specified in 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 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 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.
1.4 LIMITATIONS ON 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 ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106-102) and comparable
state laws.
2. 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 have 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 an Intermediary at the following address, or such other address that
the Intermediary may communicate to the Fund in writing from time to time,
including, if applicable, an e-mail and/or facsimile telephone number:
FMG SEPARATE ACCOUNTS GROUP
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇
MAIL DROP ▇▇▇▇
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FAX: (▇▇▇) ▇▇▇-▇▇▇▇
PRIMARY EMAIL: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
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PHONE: (▇▇▇) ▇▇▇-▇▇▇▇ PHONE: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
2.1 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. Upon request of the
Intermediary, Fund agrees 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 contract holder
that violated the Fund's policies relating to eliminating or reducing any
dilution of the value of the Fund's outstanding Shares.
2.2 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.
2.3 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.
Such confirmation should be sent to:
The Universal Institutional Funds, Inc.
Legal and Compliance Division/Rule 22c-2 Compliance
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3. CONSTRUCTION OF THE AGREEMENT; PARTICIPATION AGREEMENT. The parties have
entered into one or more Participation Agreement(s) between or among them, for
the purchase and redemption of shares of the Funds by the Accounts in connection
with the Contracts. This Agreement supplements the Participation Agreement(s),
as amended. To the extent the terms of this Agreement conflict with the terms of
the Participation Agreement(s), the terms of this Agreement shall control.
4. TERMINATION. This Agreement will terminate upon the termination of the
Participation Agreement(s).
5. INDEMNIFICATION. The Fund agrees to indemnify and hold harmless Intermediary
from any and all liability, claim, loss, demand, damages, costs and expenses
(including reasonable attorney's fees) arising in connection with third party
claim or action brought against Intermediary as a result of any unauthorized
disclosure of a Shareholder's taxpayer identification number provided to the
Fund in response to a request for information pursuant to the terms of this
Agreement.
6. FORCE MAJEURE. Either party is excused from performance and shall not be
liable for any delay in performance or non-performance, in whole or in part,
caused by the occurrence of any
event or contingency beyond the control of the parties including, but not
limited to, work stoppages, fires, civil disobedience, riots, rebellions,
natural disasters, acts of God, and acts of war or terrorism. The party who has
been so affected shall promptly give written notice to the other party and shall
use its best efforts to resume performance. Upon receipt of such notice, all
obligations under this Agreement shall be immediately suspended for the duration
of such Force Majeure Event.
7. DISPUTE RESOLUTION. This Agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws set forth in the
Participation Agreement.
8. This Agreement shall be subject to the provisions of the 1933 Act, the 1934
Act and the 1940 Act and the rules and regulations and rulings there under,
including such exemptions from those statutes, rules and regulations as the SEC
may grant (including, but not limited to, the Shared Funding Order) and the
terms of this Agreement shall be interpreted and construed in accordance
therewith.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed as of the date first above written.
WESTERN RESERVE LIFE ASSURANCE COMPANY OF OHIO
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President, Actuary
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRUBTION, INC., ON BEHALF OF
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive Officer
