EXHIBIT 99.8(x)
RULE 22c-2 AGREEMENT
This Rule 22c-2 Agreement is entered into by and between Xxxxxx
Fiduciary Trust Company ("PFTC"), transfer agent, dividend-disbursing agent and
shareholder servicing agent for the Fund, Xxxxxx Retail Management Limited
Partnership ("PRM"), underwriter and distributor of the Fund, and Minnesota
Life Insurance Company ("Intermediary").
WHEREAS, Xxxxxx Variable Trust, PRM and Intermediary have entered into a
Participation Agreement (the "Existing Agreement"), pursuant to which
Intermediary purchases shares in the Fund on behalf of variable annuity and
variable life insurance separate accounts ("separate accounts") to be offered
as investment options within variable life and/or variable annuity contracts
("Contracts");
WHEREAS, PRM, PFTC and Intermediary desire to enter into this Rule 22c-2
Agreement ("22c-2 Agreement") in compliance with Rule 22c-2 of the Investment
Company Act of 1940, as amended (the "Investment Company Act"), which shall
supplement the terms of the Existing Agreement.
NOW THEREFORE, in consideration of the promises herein, PFTC, PRM and
Intermediary agree as follows:
I. Agreement to Provide Information. Intermediary agrees to provide the
Fund, PFTC and/or PRM, upon written request from any of them, 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, if known, associated with Shareholder(s) holding or owning
Shares through the separate account(s) and the amount, date and
transaction type (purchase, redemption, transfer, or exchange), for each
such Shareholder, of every purchase, redemption, transfer, or exchange
of Shares held or owned through a separate account maintained by
Intermediary during the period covered by the request, as well as the
name or other identifier of any investment professional(s) associated
with the Shareholder(s) or separate account(s) (if known). Unless
otherwise specifically requested by the Fund, PFTC and/or PRM,
Intermediary shall only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated
Transfer Redemptions. The foregoing information shall be collectively
referred to herein as the "Shareholder Information."
a. Period Covered by Request. Requests must set forth a specific
period, not to exceed 90 days from the date of the request, for
which Shareholder Information is sought. Notwithstanding the
foregoing, the Fund, PFTC and/or PRM may request Shareholder
Information older than 90 days from the date of the request as
deemed necessary or desirable to investigate compliance with
policies established from time to time by the Fund for the
purpose of eliminating or reducing any dilution of the value of
the outstanding shares issued by the Fund.
b. Form and Timing of Response. Intermediary agrees to provide
promptly, upon request of the Fund, PFTC and/or PRM, the
Shareholder Information. If requested by the Fund, PFTC and/or
PRM, Intermediary agrees to use best efforts to determine
promptly whether any specific person about whom the Fund, PFTC
and/or PRM has received Shareholder Information is itself a
financial intermediary ("indirect intermediary," within the
meaning of Rule 22c-2 of the Investment Company Act). If such
person is determined to be an indirect intermediary, then, upon
further request of the Fund, PFTC and/or PRM, Intermediary shall
promptly do either of the following: (i) provide (or arrange to
have provided), to the Fund, PFTC and/or PRM, the Shareholder
Information 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, PFTC and/or PRM 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 parties.
To the extent practicable, the format for any transaction
information provided to the Fund, PFTC and/or PRM should be
consistent with the NSCC Standardized Data Reporting Format
provided, however, that the provisions of this paragraph shall
not require the Intermediary to use the NSCC Standardized Data
Reporting System.
c. Limitations on Use of Information. Without the prior written
consent of Intermediary, PFTC and PRM agree not to use the
information received for any purpose other than as necessary to
comply with the provisions of Rule 22c-2 or to fulfill other
regulatory or legal requirements of the Fund, PFTC and/or PRM;
and in all cases such information shall be subject to the privacy
provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law
106-102) as may be applicable to PFTC and PRM.
II. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from the Fund, PFTC and/or PRM to restrict or prohibit
further purchases or exchanges of Shares by a Shareholder that has been
identified by the Fund, PFTC and/or PRM as having engaged in
transactions in Shares (directly or indirectly through Intermediary's
separate 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, PFTC and/or PRM, any such restrictions or prohibitions shall only
apply to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated
-2-
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:
Minnesota Life Insurance Company
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attention: Xxxxxxxxx Xxxxx
Phone: 000-000-0000
E-mail: Xxxxxxxxx.xxxxx@xxxxxxxx.xxx
a. Form of Instructions. Instructions must include the TIN, ITIN, or
GII, and the specific individual Contract owner number or
participant account number associated with Shareholder, if known,
and the specific restriction(s) to be executed. If the TIN, ITIN,
or GII or the specific individual Contract owner number or
participant account number associated with 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.
b. Timing of Response. Intermediary agrees to promptly execute
instructions from the Fund, PFTC and/or PRM to restrict or
prohibit trading.
c. Confirmation by Intermediary. Intermediary must provide written
confirmation to the Fund, PFTC and/or PRM 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.
III. Remedy. In the event that Intermediary fails or refuses to comply with
Sections I and II above, the Fund, PFTC and/or PRM may restrict or
prohibit Intermediary from purchasing, on behalf of itself or other
persons, including without limitation indirect intermediaries,
securities issued by the Fund. For purposes of this Section III,
"purchasing" does not include the automatic reinvestment of dividends.
IV. Amendment. PFTC and PRM, acting for themselves or on instructions from
the Fund, may amend this 22c-2 Agreement to the extent necessary to
comply with any changes to Rule 22c-2 by providing thirty (30) days
advance written notice of such amendment to Intermediary.
-3-
V. Effective Date. This Agreement shall be effective as of April 16, 2007,
or such other date as agreed to between the parties, provided that the
provisions dealing with the Fund's ability to request and receive
transmissions of shareholder data shall be effective October 16, 2007.
VI. Instructions. PFTC and PRM are entering into this 22c-2 Agreement on
their own behalf, as well as on behalf of the Fund, and any instructions
or directions given by PFTC or PRM shall be deemed to be given by the
Fund as well.
VII. Definitions. For purposes of this paragraph:
a. The term "Fund" means each Xxxxxx mutual fund covered under the
Existing Agreement, and any amendment thereto, that constitutes a
"Fund" as defined in Rule 22c-2(c)(2), and that does not
constitute an "excepted fund" as defined in Rule 22c-2(b), under
the Investment Company Act.
b. The term "promptly" means as soon as reasonably practicable, but
not later than five business days after Intermediary receives
instructions or a request from the Fund, PFTC and/or PRM.
c. "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) prearranged transfers at the conclusion of a required free
look period.
d. 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.
-4-
e. The term "Shares" means the redeemable securities issued by a
Fund that are held of record by Intermediary.
f. The term "Shareholder" includes the beneficial owner of Shares,
whether the Shares are held directly or by Intermediary in
nominee name.
g. The term "written" includes electronic writings and facsimile
transmissions.
VIII. Construction and Cooperation.
a. 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 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. This Agreement shall be governed by
and construed with the laws of the State of Minnesota.
b. Mutual Cooperation. The Fund and Intermediary agree to cooperate
with one another in the development of abusive trading policies
that take into consideration the legality of enforcing these
limits with respect to certain Shareholders whose existing
Contracts impose no or inconsistent trading limits. Fund and
Intermediary also agree to cooperate with one another in the
development of Intermediary's own market timing policies with
respect to its contracts.
IX. Termination. This Agreement will terminate upon the termination of the
Fund Participation Agreements.
-5-
IN WITNESS WHEREOF, Intermediary, PRM and PFTC have caused this 22c-2
Agreement to be executed by their duly authorized officers.
XXXXXX FIDUCIARY TRUST COMPANY MINNESOTA LIFE INSURANCE COMPANY
By: ------------------------------- By: -------------------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxxx X. Xxxx
Title: President Title: Senior Vice President
Date Date:
------------------------------- -------------------------------
XXXXXX RETAIL MANAGEMENT
LIMITED PARTNERSHIP
By: -------------------------------
Name: Xxxx Xxxxxxx
Title: Managing Director
Date:
-------------------------------
-6-
