▇. ▇▇▇▇ PRICE FUNDS
RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT (the "Agreement")
This Agreement is entered into on April 16, 2007 by and between ▇. ▇▇▇▇
Price Services, Inc. ("Services"), ▇. ▇▇▇▇ Price Investment Services, Inc.,
("Investment Services") (collectively "▇. ▇▇▇▇ Price") and Valley Forge Life
Insurance Company (as successor by merger to Sage Life Assurance of America,
Inc.)("Intermediary") with an effective date of October 16, 2007.
WHEREAS, Prior to the effective date of this Agreement, the Fund and
the Intermediary agree that any request made to the Intermediary by the Fund for
Shareholder transaction information, and the Intermediary's response to such
request, shall be governed by whatever practices the Fund and the Intermediary
had utilized in the absence of a formal agreement, if any, to govern such
request;
WHEREAS, Services is the registered transfer agent and Investment
Services is the distributor and underwriter for the ▇.
▇▇▇▇ Price Funds ("Funds");
WHEREAS, the Intermediary issues certain variable life insurance and
variable annuity contracts (the "Contracts") that are supported by The Sage
Variable Life Account A and The Sage Variable Annuity Account A (the "Separate
Accounts");
WHEREAS, the Separate Accounts have been established by the
Intermediary to invest assets attributable to the Contracts in the Funds;
WHEREAS, the Intermediary purchases and redeems Shares of the Funds on
behalf of the Separate Accounts to fund the Contracts in accordance with
Shareholder directions and the terms of the Contracts;
WHEREAS, Rule 22c-2 under the Investment Company Act of 1940 ("Rule
22c-2") requires ▇. ▇▇▇▇ Price or the Funds to enter into a shareholder
information agreement with each financial intermediary, as defined by Rule
22c-2; and
WHEREAS, ▇. ▇▇▇▇ Price has identified Intermediary as a financial
intermediary of the Funds.
NOW THEREFORE, in consideration of the foregoing and the mutual
promises set forth below, the parties agree as follows:
1. Definitions
A. The term "Fund" includes Services, Investment Services,
and/or the Funds. The term does not include any "excepted funds" as defined in
Rule 22c-2(b).(1) "Fund's designee" includes a third party the Fund has
contracted with to perform some or all of the services herein.
B. 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.
C. The term "Shareholder" means the holder of an interest in a
Contract issued by the Intermediary, or a participant in an employee benefit
plan with a beneficial interest in a Contract.
D. 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 the 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
the Fund as a result of "dollar cost averaging" programs, Intermediary-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) step-ups in Contract value pursuant to a Contract
living benefit; (v) allocation of assets to the 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 (vi) pre-arranged transfers at the conclusion of a required free
look period.
E. 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 the 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 the Fund as a result of annuity payouts, loans, systematic withdrawal
programs, Intermediary-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 the 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.
F. The term "written" includes electronic writing and
facsimile transmissions.
2. A. Agreement to Provide Information. Intermediary agrees to provide the Fund,
or Fund's designee, upon written request, the taxpayer identification number
("TIN"), the Individual/International Taxpayer Identification Number
("ITIN")(2), 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.
B. Period Covered by Request. Requests must set forth a
specific period for which transaction information is sought, which will
generally not exceed ninety (90) calendar days of transaction information. The
Fund, or Fund's designee, will not request transaction information older than
twelve (12) months from the date of the request unless the Fund deems it
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.
C. 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.
D. Form and Timing of Response. Intermediary agrees to
provide, promptly upon request of the Fund, or Fund's designee, the requested
information specified in section 2.A. above. If requested by the Fund, or Fund's
designee, 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 2.A. above is itself a financial
intermediary ("Indirect Intermediary") and, upon further request of the Fund, or
Fund's designee, promptly either: (i) provide (or arrange to have provided to
the Fund, or Fund's designee) the information set forth in section 2.A. above
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. In such
instances, Intermediary agrees to inform the Fund, or Fund's designee, whether
it plans to perform (i) or (ii). Responses required by this paragraph must be
communicated in writing and in a format mutually agreed upon by the Fund and the
Intermediary. To the extent practicable, the format for any transaction
information provided to the Fund, or Fund's designee, should be consistent with
the NSCC Standardized Data Reporting Format. For purposes of this provision, an
"Indirect Intermediary" has the same meaning as in Rule 22c-2.
E. Limitations on Use of Information. The Fund agrees that the
Fund and Fund's designee will not 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.
3. A. Agreement to Restrict Trading. Intermediary agrees to execute
written instructions from the Fund, or Fund's designee, to restrict or prohibit
further purchases or exchanges of Shares by a Shareholder that has been
identified by the Fund, or Fund's designee, 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, or Fund's designee, in writing from time to time,
including, if applicable, an e-mail and/or facsimile telephone number:
Valley Forge Life Insurance Company
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
B. 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
(through the Fund, or Fund's designee) 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.
C. Timing of Response. Intermediary agrees to execute
instructions as soon as reasonably practicable, but not later than five (5)
business days after receipt of the instructions by the Intermediary.
D. Confirmation by Intermediary. Intermediary must provide
written confirmation to the Fund, or Fund's designee, that instructions 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.
4. Construction of the Agreement; Fund Participation Agreements. The
Fund and Intermediary have entered into one or more Fund participation
agreements ("Participation Agreements") between or among them for the purchase
and redemption of Shares of the Fund by the Intermediary in connection with the
Contracts. This Agreement amends those Participation Agreements. To the extent
the terms of this Agreement conflict with the terms of a Participation
Agreement, the terms of this Agreement shall control.
5. Termination. This Agreement will terminate upon the termination of
the Participation Agreements.
6. 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 by the Fund of a Shareholder's TIN, ITIN, or GII or the
specific individual Contract owner number or participant account number
associated with the Shareholder provided to the Fund or the Fund's designee in
response to a request for Shareholder information pursuant to the terms of this
Agreement.
7. Force Majeure. Fund, Fund's designee, and Intermediary are 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 Fund, Fund's designee, and Intermediary
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.
8. Dispute Resolution. Fund and Intermediary hereby mutually agree to
use their best efforts to seek an amicable solution to any controversy or
dispute regarding the subject matter hereof. Any unresolved controversy, claim
or dispute shall be submitted to binding arbitration in accordance with the
Commercial Rules of the American Arbitration Association and judgment upon any
such award may be entered in any court having jurisdiction thereof. Arbitration
shall be conducted by a single arbitrator who shall have the authority to grant
any and all appropriate relief, including, but not limited to, granting
injunctive relief or demanding specific performance. The arbitrator may make an
initial determination of the location of the arbitration or whether proceedings
may ensue based entirely upon documentary evidence. Unless otherwise mutually
agreed in writing by Fund and Intermediary, said determination by the arbitrator
shall become final and binding 3 days after the arbitrator's ruling. Arbitration
costs and expenses shall be borne equally by Fund and Intermediary. Each party
hereby agrees to waive and suspend enforcement of any and all rights pursuant to
this and all related agreements during the pendency of such arbitration
proceedings.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement
as of the date first written above.
▇. ▇▇▇▇ PRICE INVESTMENT SERVICES, INC. ▇. ▇▇▇▇ PRICE SERVICES, INC.
By: By:
----------------------------------------------------- -----------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President Title: Vice President
Date: Date:
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VALLEY FORGE LIFE INSURANCE COMPANY
By:
Name:
Title:
Date:
Intermediary: Please provide the following information: Intermediary Information
Address 1: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ 2:
Address 3:
City: ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇
If Company trades through NSCC, please also provide the NSCC Firm Number(s)
covered by this Agreement: ______________; ______________; ______________;
______________.
(1) As defined in SEC Rule 22c-2(b), the 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.
(2) 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 from the Social Security Administration . SEC Rule 22c-2
inadvertently refers to the ITIN as the International Taxpayer Identification
Number.