SHAREHOLDER INFORMATION AGREEMENT
(XXXXXXX XXXXX TRUST AND XXXXXXX SACHS VARIABLE INSURANCE TRUST)
This SHAREHOLDER INFORMATION AGREEMENT (the "Agreement") is entered into as of
April 16, 2007 by and between Xxxxxxx, Xxxxx & Co. (the "Fund Agent") and
Security Distributors, Inc. and Security Benefit Life Insurance Company (the
"Intermediary") with an effective date of October 16, 2007.
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 a "financial intermediary" as defined in Rule
22c-2 under the Investment Company Act of 1940 ("1940 Act") and shall include
(i) any broker, dealer, bank, or other entity that holds securities of record
issued by a Fund in nominee name; (ii) in the case of a participant-directed
employee benefit plan that owns securities issued by a 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 terms "Fund," individually, and "Funds," collectively, shall mean the
Xxxxxxx Sachs Trust and each of its separately designated series and the Xxxxxxx
Xxxxx Variable Insurance Trust and each of its separately designated series,
with the exception of any series of the Xxxxxxx Sachs Trust or Xxxxxxx Xxxxx
Variable Insurance Trust that would be deemed an "excepted fund," as such term
is defined in Rule 22c-2(b) under the 0000 Xxx.
The term "Shares" means the interests of Shareholders corresponding to the
redeemable securities of record issued by a Fund under the 1940 Act that are
held by the Intermediary.
The term "Shareholder" means the beneficial owner of Shares, whether the Shares
are held directly or by the Intermediary in nominee name. With respect to
retirement and other types of employee benefit plans, the term "Shareholder"
means the Plan participant notwithstanding that the Plan may be deemed to be the
beneficial owner of Shares. With respect to insurance companies, 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.
The term "purchase" does not include the automatic reinvestment of dividends.
The term "promptly" shall mean as soon as practicable but in no event later than
five (5) business days from the Intermediary's receipt of the request for
information from the Fund Agent or its designee.
WHEREAS, the Fund Agent is the Principal Underwriter of the Funds; and
WHEREAS, the Intermediary is a "financial intermediary" within the meaning of
Rule 22c-2 under the 1940 Act.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete and intending to be legally bound hereby, the
Fund Agent and the Intermediary hereby agree as follows:
1. AGREEMENT TO PROVIDE INFORMATION. The Intermediary agrees to provide the
Fund Agent, upon written request, the taxpayer identification number
("TIN"), the Individual/International Taxpayer Identification Number
("ITIN"), or other government issued identifier ("GII") and, when
applicable, 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, name or other identifier of any
investment professional(s) associated with the Shareholder(s) or account(s)
(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. With respect to Shares of Xxxxxxx Sachs Variable
Insurance Trust, unless otherwise specifically requested by the Fund Agent,
the Intermediary shall only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer
Redemptions.
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. The 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 by a Fund for the purpose
of eliminating or reducing any dilution of the value of the outstanding
shares issued by a Fund.
1.1a TIMING OF REQUESTS. Fund Agent requests for Shareholder information
shall be made no more frequently than quarterly except as the Fund Agent
deems necessary to investigate compliance with policies established by a
Fund for the purpose of eliminating or reducing any dilution of the value
of the outstanding shares issued by a Fund.
1.2 FORM AND TIMING OF RESPONSE. (a) The Intermediary agrees to provide,
promptly upon request of the Fund Agent or its designee, but in any event
no later than five (5) business days, the requested information specified
in paragraph 1. If requested by the Fund Agent or its designee, the
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 paragraph 1 is itself a financial
intermediary ("indirect intermediary") and, upon further request of the
Fund Agent or its designee, promptly either (i) provide (or arrange to have
provided) the information set forth in paragraph 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 a Fund. The Intermediary
additionally agrees to inform the Fund Agent 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 Agent or its designee and
the Intermediary; and
(c) To the extent practicable, the format for any transaction information
provided to the Fund Agent should be consistent with the NSCC Standardized
Data Reporting Format.
1.3 LIMITATIONS ON USE OF INFORMATION. The Fund Agent agrees not to use the
information received for marketing or another similar purpose without the
prior written consent of the Intermediary.
2. AGREEMENT TO RESTRICT TRADING. The Intermediary agrees to execute written
instructions from the Fund Agent to restrict or prohibit further purchases
or exchanges of Shares by a Shareholder that has been identified by the
Fund Agent as having engaged in transactions in a Fund's Shares (directly
or indirectly through the Intermediary's account) that violate policies
established by a Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding Shares issued by a Fund. With
respect to Shares of Xxxxxxx Xxxxx Variable Insurance Trust, unless
otherwise directed by the Fund Agent, 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 the
Intermediary. Instructions must be received by the Intermediary at the
following address, or such other address that the Intermediary may
communicate to the Fund Agent in writing from time to time, including, if
applicable, an e-mail and/or facsimile telephone number:
-------------------------
-------------------------
-------------------------
2.1 FORM OF INSTRUCTIONS. Instructions to restrict or prohibit trading must
include the TIN, ITIN, or GII and, when applicable, the specific individual
Contract owner number or participant account number associated with the
Shareholder, if known, and any specific restriction(s) to be executed,
including how long any restriction is to remain in place. If the TIN, ITIN,
GII or, when applicable, 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.
2.2 TIMING OF RESPONSE. The Intermediary agrees to execute instructions
from the Fund Agent to restrict or prohibit trading as soon as reasonably
practicable, but not later than five (5) business days after receipt of the
instructions by the Intermediary.
2.3 CONFIRMATION BY INTERMEDIARY. The Intermediary must provide written
confirmation to the Fund Agent that instructions from the Fund Agent to
restrict or prohibit trading have been executed. The Intermediary agrees to
provide confirmation as soon as reasonably practicable, but not later than
ten (10) business days after the instructions have been executed.
3. APPLICABILITY TO AFFILIATES. The Intermediary acknowledges and agrees that
the Intermediary has identified and/or will identify to the Fund Agent all
persons affiliated with the Intermediary and known to the Intermediary who
meet the definition of "Intermediary" as set forth in this Agreement. In
the event that any such person is not so identified, such person shall be
deemed to be subject to the terms and conditions of this Agreement until
such person has entered into a separate shareholder information agreement
with the Fund Agent.
4. CONSTRUCTION OF THE AGREEMENT; FUND PARTICIPATION AGREEMENTS. The parties
have entered into one or more Fund Participation or similar Agreements
between or among them for the purchase and redemption of Shares by the
Accounts in connection with the Contracts. To the extent the terms of this
Agreement conflict with the terms of a Fund Participation or similar
Agreement, the terms of this Agreement shall control.
5. AMENDMENTS. This Agreement may be amended by a written instrument executed
by both parties
6. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
principles of conflicts of laws.
7. ASSIGNMENT. Neither party may assign the Agreement, or any of the rights,
obligations, or liabilities under the Agreement, without the written
consent of the other party.
8. COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but both of which shall together
constitute one and the same instrument.
9. THIRD-PARTY BENEFICIARIES. As required by Rule 22c-2, the Fund Agent is
entering into this Agreement on behalf of the Funds. The Funds shall have
the right to enforce all terms and provisions of this Agreement against any
and all parties hereto and or otherwise involved in the activities
contemplated herein.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
Xxxxxxx, Sachs & Co.
------------------------------
By:
Title:
Security Distributors, Inc.
------------------------------
By:
Title:
Security Benefit Life Insurance Company
------------------------------
By:
Title:
