Shareholder Information Agreement (the "Agreement")
(Under Rule 22c-2(a) (2) of the Investment Company Act of 1940)
This Agreement is entered into as of the ____ day of
_________________, 2007, by and between OppenheimerFunds Services ("OFS"), a
division of OppenheimerFunds, Inc. ("Funds"), OppenheimerFunds Distributor, Inc.
("Distributor") (as referred together, OFS and Distributor are "▇▇▇▇▇▇▇▇▇▇▇"),
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, Distributor is the principal underwriter and distributor for the Funds;
WHEREAS, OFS is the transfer agent for the Funds;
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, 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 shares of 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 ▇▇▇▇▇▇▇▇▇▇▇ or the Funds to enter into a shareholder information
agreement with each financial intermediary, as defined by Rule 22c-2, of the
Funds;
WHEREAS, Funds has identified Intermediary as a financial intermediary of the
Funds; and
WHEREAS, this Agreement sets forth the terms and conditions for information
sharing for the Funds in accordance with Rule 22c-2.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, ▇▇▇▇▇▇▇▇▇▇▇ and Intermediary hereby agree as
follows:
1. Definitions.
1.1 The term "Fund" includes ▇▇▇▇▇▇▇▇▇▇▇ and/ or the Funds. The
term not does include any "excepted funds" as defined in
Rule 22c-2(b).(1)
1.2 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.
1.3 The term "Shareholder" means the owner of interests in a
Contract issued by the Intermediary, or a participant in an
employee benefit plan with a beneficial interest in a
Contract.
1.4 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.
1.5 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.
1.6 The term "written" includes electronic writings and facsimile
transmissions.
2.1 Agreement to Provide Shareholder Information. Intermediary
agrees to provide the Fund or its designee, upon written
request from the Fund or Distributor, 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(s), and the amount, date, and
transaction type (purchase, redemption, transfer, or exchange)
of every purchase, redemption, transfer, or exchange of Shares
held through one or more account(s) 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.
2.2 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 its 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.
2.3 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.
2.4 Form and Timing of Response. Intermediary agrees to provide,
promptly but not later than 10 business days after a request
of the Fund or its designee, the requested information
specified in section 2.1. above. If requested by the Fund or
its 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 2.1. above 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 to the Fund, or its
designee) the information set forth in section 2.1. 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
instance, Intermediary agrees to inform the Fund or its
designee whether Intermediary 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
Intermediary. To the extent practicable, the format for any
transaction information provided to the Fund or its 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.
2.5 Limitations on Use of Information. The Fund agrees that the
Fund and its 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.
3.1 Agreement to Restrict Trading. Intermediary agrees to execute
written instructions from the Fund or its designee to restrict
or prohibit further purchases or exchanges of Shares by a
Shareholder that has been identified by the Fund or its
designee as having engaged in transactions of the Fund's
Shares (directly or indirectly through the Intermediary's
account) that violate market timing or frequent trading
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 in a mutually
agreed upon format.
3.2 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 its 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 owner that
violated the Fund's policies relating to eliminating or
reducing any dilution of the value of the Fund's outstanding
Shares.
3.3 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.
3.4 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.
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
directly conflict with the terms of a Participation Agreement, the
terms of this Agreement shall control.
5. Termination. This Agreement will terminate upon Intermediary ceasing to
be a financial intermediary with respect to the Funds under Rule 22c-2.
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 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 its 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.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
VALLEY FORGE LIFE INSURANCE COMPANY
By:____________________________________________
Name:_________________________________________
Title: __________________________________________
Date:_________________________________________
OPPENHEIMERFUNDS SERVICES (a division of OppenheimerFunds, Inc.)
By:____________________________________________
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Senior Vice President
Date:___________________________________________
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:____________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇
President
Date:___________________________________________
(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. Rule 22c-2
inadvertently refers to the ITIN as the International Taxpayer Identification
Number.