THE UNIVERSAL INSTITUTIONAL FUNDS, INC.
SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT, dated as of April 16, 2007, is by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Distribution, Inc. ("Fund Agent") and the financial intermediary whose name
appears on the signature page of this Agreement ("Intermediary"). Fund Agent is
entering into this Agreement on behalf of The Universal Institutional Funds,
Inc., including any separate series or portfolios thereof, whether existing at
the date of this Agreement or established subsequent hereto (each, a "Fund,"
and, collectively, the "Funds").
WITNESSETH:
WHEREAS, SEC Rule 22c-2 (the "Rule") under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), requires every mutual fund company or
its principal underwriter to enter into written agreements with financial
intermediaries (as defined by the Rule), obligating each financial intermediary,
to (i) provide the fund company, upon request, with specific shareholder
identification and Transaction Information, and (ii) execute any instructions
from the fund company to block trading of fund shares by shareholders who have
been identified as engaging in transactions of fund shares that violate the fund
company's market-timing and short-term trading policies;
WHEREAS, Fund Agent is the principal underwriter and distributor for the Funds;
and
WHEREAS, Intermediary is either (i) a 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) an entity that
maintains the plan's participant records; or (iii) an insurance company separate
account.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties hereto, intending to be legally bound, hereby agree and
declare as follows:
A. DEFINITIONS. As used in this Agreement, the following terms shall have the
following meanings, unless a different meaning is clearly required by the
contexts:
1. The term "Fund" shall mean an open-end 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 Funds; (ii) the principal underwriter or distributor
for the Funds; or (iii) the transfer agent for the Funds. The term not does
include any "excepted funds" as defined in SEC Rule 22c-2(b) under the
Investment Company Act of 1Act.(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 that are held by the Intermediary.
3. 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.
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 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.
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 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, 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.
6. The term "written" includes electronic writings and facsimile
transmissions.
B. AGREEMENT TO PROVIDE SHAREHOLDER INFORMATION. Intermediary agrees to
provide the Fund, 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. ("Transaction Information") Unless otherwise specifically
requested by the Fund, this section shall be read to require Intermediary
to provide only that Transaction Information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer
Redemptions.
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.
2. Timing of Requests. Fund requests for Shareholder Transaction 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.
3. Form and Timing of Response. (a) Intermediary agrees to provide, promptly
upon request of the Fund or its designee, the requested Transaction
Information specified in this Section B. 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 this Section B 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 Transaction Information set forth in this Section B for
those shareholders who hold an account with an indirect intermediary or
(ii) 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.
C. Limitations on Use of Transaction Information. The Fund agrees to only use
the Transaction Information for the purposes of identifying Shareholders
who may be violating the Funds policies and procedures with respect to
dilution of the Fund's value as contemplated by the Rule or to fulfill
other regulatory or legal requirements subject to the privacy provisions of
Title V of the ▇▇▇▇▇-▇▇▇▇▇ Bliley Act (Public Law 106-102) and comparable
state laws. The Fund agrees that the Transaction Information is
confidential and that the Fund will not share the Transaction Information
externally, unless the Intermediary provides the Fund with prior written
consent to share such Transaction Information. The Fund agrees not to share
the Transaction Information internally, except on a "need to know basis."
The Fund further agrees that it will notify Intermediary immediately in the
event that the confidentiality of any Transaction Information is breached.
D. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund to 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 prohibitions shall only apply to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer
Redemptions that are effected directly or indirectly through Intermediary.
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 prohibition(s))
to be executed, including how long the prohibition(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. Timing of Response. Intermediary agrees to execute instructions as soon as
reasonably practicable, but not later than ten (10) business days after
receipt of the instructions by the Intermediary.
3. Confirmation by Intermediary. Intermediary must provide written
confirmation to the Fund that the 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. Redemption Fees. The parties to this Agreement acknowledge that the Board
of Trustees of the Fund (the "Board") has determined that imposition of a
redemption fee is either not necessary or not appropriate with respect to
the Fund. If the Board determines at a future time to impose a redemption
fee, the Fund agrees to provide as much notice as reasonably practicably to
allow Intermediary to program its systems to administer the redemption fee
by a date mutually agreed upon by the Fund and the Intermediary.
E. 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 Fund(s) by the
Accounts in connection with the Contracts. This Agreement supplements those
Fund Participation Agreements and is hereby incorporated into the Fund
Participation Agreements by reference. To the extent the terms of this
Agreement conflict with the terms of a Fund Participation Agreement, the
terms of this Agreement shall control.
F. TERMINATION This Agreement will terminate with respect to a specific Fund
upon the termination of the Fund Participation Agreement relating to that
Fund.
G. NOTICES. The Fund will send information and instruction requests to the
following address: Phoenix Life Insurance Companies Attention:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The Fund will send all other notices, amendments, and correspondence to the
following address:
Phoenix Life Insurance Companies
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇
One American Row
P. O. Box 5056
Hartford, CT 06102-5056
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DISTRIBUTION, INC.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
--
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Chief Executive Officer
PHOENIX LIFE INSURANCE COMPANY, AS AGENT,
ON BEHALF OF VALLEY FORGE LIFE INSURANCE COMPANY
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇
Title: Sr.Vice President
Date: March 21, 2007
(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.
* 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.