Rule 22c-2 Agreement
Exhibit (8)(aa)
Rule 22c-2 Agreement
SHAREHOLDER INFORMATION AGREEMENT entered into as of May 1, 2007 by and between Financial Investors
Variable Insurance Trust (the “Fund”) and Annuity Investors Life Insurance Company (the
“Intermediary”) with an effective date of May 1, 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 an insurance company separate account.
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 not does 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, 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
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. |
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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.
WHEREAS, SEC Rule 22c-2 under the Investment Company Act of 1940 requires that funds enter into
written agreements with intermediaries pursuant to which intermediaries agree with the funds to
provide or arrange to provide the funds with certain underlying shareholder data and to abide by
instructions for the funds related to those shareholders;
WHEREAS, this Agreement shall inure to the benefit of and shall be binding upon the undersigned;
NOW, THEREFORE, the Fund and the Intermediary hereby agree as follows:
1. Agreement to Provide Shareholder 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.
1.1. Period Covered by Request. Requests must set forth a specific period, not to exceed
ninety (90) business days from the date of the request, for which transaction information
is sought. The Fund may request transaction information older than ninety (90) business
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.
* | 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. |
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1.2. Form and Timing of Response.
(a) Intermediary agrees to provide, promptly upon request of the Fund or its
designee, the requested information specified in paragraph 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 paragraph 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 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 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.
1.3. 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 Xxxxx-Xxxxx-Xxxxxx 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 has 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 Intermediary at the following address, or such other address that Intermediary may
communicate to Fund in writing from time to time, including, if applicable, an e-mail and/or
facsimile telephone number:
Annuity Investors Life Insurance Company
Attn: Xxxx X. Xxxxxx, Esq.
000 Xxxx Xxxxxx, 000-00X
Xxxxxxxxxx XX 00000
Attn: Xxxx X. Xxxxxx, Esq.
000 Xxxx Xxxxxx, 000-00X
Xxxxxxxxxx XX 00000
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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.
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.
3. Construction of the Agreement; Fund Participation Agreements. The parties have entered into one
or more Fund Participation Agreements 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
those Fund Participation Agreements. To the extent the terms of this Agreement conflict with the
terms of a Fund Participation Agreement, the terms of this Agreement shall control.
4. Termination. This Agreement will terminate upon the termination of the Fund Participation
Agreements.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first
above written.
ANNUITY INVESTORS LIFE INSURANCE COMPANY |
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By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Senior Vice President and General Counsel |
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FINANCIAI INVESTORS VARIABLE INSURANCE TRUST |
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By: | /s/ Xxxxxx X. May | |||
Name: | Xxxxxx X. May | |||
Title: | Managing Director | |||
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