EXHIBIT 99.8(s)
AIM Funds Intermediary Agreement
Regarding Compliance with SEC Rule 22c-2
This Agreement is made and entered into by and between AIM Investment Services,
Inc. (the "Transfer Agent"), a Delaware corporation and the transfer agent for
certain management investment companies (each, a "mutual fund") registered with
the U.S. Securities and Exchange Commission (the "SEC") and regulated under the
Investment Company Act of 1940, as amended (the "1940 Act"), and the Minnesota
Life Insurance Company ("Intermediary").
Recitals
WHEREAS, effective May 23, 2005, the SEC adopted Rule 22c-2 under the 1940
Act which requires every mutual fund (or on the fund's behalf, the principal
underwriter or transfer agent) to enter into a written agreement with each
financial intermediary who sells shares or otherwise maintains accounts which
hold shares of the fund for the benefit of a shareholder, as defined below,
pursuant to which the intermediary agrees to: (i) provide, promptly upon
request by the fund, the Taxpayer Identification Number of all shareholders
that purchased, redeemed, transferred, or exchanged shares held through an
account with the financial intermediary, and the amount and dates of such
shareholder purchases, redemptions, transfers, and exchanges; and (ii) execute
any instructions from the fund to restrict or prohibit further purchases or
exchanges of fund shares by a shareholder who has been identified by the fund
as having engaged in transactions of fund 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 securities issued by the fund; and (iii) use best efforts to
determine, promptly upon the request of the fund, whether any other person that
holds fund shares through the financial intermediary is itself a financial
intermediary (an "indirect intermediary") and, upon further request by the
fund, (A) provide (or arrange to have provided) the identification and
transaction information described above with respect to shareholders who hold
an account with an indirect intermediary, or (B) restrict or prohibit the
indirect intermediary from purchasing securities issued by the fund; and
WHEREAS, Minnesota Life has established one or more separate accounts
("Account" or "Accounts"), which may also be composed of several Sub-Accounts,
through which Minnesota Life offers certain group and individual variable life
or annuity contracts ("Contract" or "Contracts") that make available as
investment options one or more of such Sub-Accounts which, in turn, invest in
shares of one or more of the Fund's portfolios ("Portfolios"); and
WHEREAS, in accordance with the terms of a Contract, the owner of the
Contract may allocate and reallocate Contract values among Sub-Accounts and
Portfolios from time to time; and
WHEREAS, Minnesota Life and its Accounts have been identified by the Fund as
a "financial intermediary" by the Fund; and
WHEREAS, the Transfer Agent has agreed to administer the AIM Funds'
compliance program related to Rule 22c-2;
NOW, THEREFORE, the premises considered, the Transfer Agent and the
Intermediary agree as follows:
1. Shareholders Defined. The term "Shareholder" means the beneficial owner of
Shares, whether the Shares are held directly or by the Intermediary in nominee
name. With respect to any Shares held by a retirement plan ("Plan"), the term
"Shareholder" also means the Plan participant, notwithstanding that
the Plan may be deemed to be the beneficial owner of Shares. With respect to
any Shares held by insurance companies, the term "Shareholder" means the holder
of interests in a variable annuity or variable life insurance contract issued
by the Intermediary.
2. Shareholder-Initiated Transfer Purchase Defined. 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 Portfolio, 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 Portfolio 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; or (iv) allocation of assets to a Portfolio 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.
3. Shareholder-Initiated Transfer Redemption Defined. 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 Portfolio, 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 Portfolio
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
Portfolio 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. Compliance Obligations of Intermediary. Beginning no later than October 16,
2006, or such other date as the SEC may designate as the date by which mutual
funds must be in compliance with Rule 22c-2, the Intermediary agrees to provide
the Transfer Agent, upon written request, the taxpayer identification number
("TIN"), if known, of any or all shareholders and the amount, date, name or
other identifier of any investment professional(s) associated with the
shareholder(s) (if known), 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.
This section shall be read to require Intermediary to provide only that
information relating to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions.
If the Fund wishes to request Intermediary to provide information in
addition to that recited in this Section 4, it shall provide Intermediary with
the details of that additionally requested information together with a
suggested format for Intermediary's response.
Requests from the Fund to Intermediary should include the Fund name and
identification number, Intermediary's Fund Account number and method of
response, and the address to which Intermediary must respond with the requested
information.
(a) Period Covered by Request. Requests made pursuant to this Section must
set forth a specific time period, not to exceed one (1) year from the
date of the request, for which transaction information is sought. The
Transfer Agent may request transaction information older than one
(1) year 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.
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(b) Form and Timing of Response. The Intermediary agrees to transmit the
requested information that is on its books and records to the Transfer
Agent or its designee promptly, but in any event not later than ten
(10) business days, after receipt of a request. If the requested
information is not on the Intermediary's books and records, the
Intermediary agrees to: (i) provide or arrange to provide to the
Transfer Agent the requested information from shareholders who hold an
account with an indirect intermediary; or (ii) if directed by the
Transfer Agent, restrict further purchases of Fund shares from such
indirect intermediary. In such instance, the Intermediary agrees to
inform the Transfer Agent 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 Intermediary and the
Transfer Agent. To the extent practicable, the format for any
transaction information provided to the Transfer Agent should be
consistent with the NSCC Standardized Data Reporting Format provided,
however, the Fund shall not require the Intermediary to report to the
Fund using the NSCC Standardized Data Reporting Service. For purposes
of this provision, the term indirect intermediary has the same meaning
as in Rule 22c-2.
(c) Agreement to Restrict Trading. The Intermediary agrees to execute
written instructions from the Transfer Agent to restrict or prohibit
further purchases or exchanges of Fund shares by a shareholder that
has been identified by the Transfer Agent as having engaged in
transactions of the Fund's shares (directly or indirectly through an
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:
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
(d) Form of Instructions. Instructions submitted pursuant to this Section
must include the TIN, if known, and the specific restriction(s) to be
executed. If the TIN 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.
(e) Timing of Response. The 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.
(f) Confirmation by the Intermediary. The Intermediary agrees to provide
written confirmation to the Transfer Agent that instructions have been
executed. The Intermediary agrees to provide confirmation as soon as
reasonably practicable, but not later than ten (10) business days
after the instructions have been executed.
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5. Entire Agreement. This Agreement constitutes the entire understanding among
the parties as to the Intermediaries obligations with respect to the matters
discussed herein. This Agreement is not intended to amend or terminate any
other agreements between among the parties which relate to the AIM Funds;
provided, however, that (i) to the extent that the provisions of any other
agreement among the parties are inconsistent with this Agreement, this
Agreement shall control with respect to the matters discussed herein, and
(ii) a breach of this Agreement shall constitute cause to terminate any other
agreements among the parties which relate to the AIM Funds.
6. AIM Funds as Third-Party Beneficiaries. As required by Rule 22c-2, the
Transfer Agent is entering into this Agreement as agent and on behalf of the
AIM Funds. The AIM Funds shall have the right to enforce all terms and
provisions of this Agreement against any and all parties hereto and otherwise
involved in the activities contemplated herein.
7. Assignment. The Intermediary shall not have the right to assign this
Agreement without the prior written consent of the Transfer Agent, which
consent may be withheld by the Transfer Agent if other necessary agreements
related to the maintenance of shareholder accounts in the AIM Funds are not
also assigned or otherwise negotiated with the party to which the Intermediary
desires to assign this Agreement. The Transfer Agent may assign this Agreement
to any other affiliated entity which undertakes the role of transfer agent for
the AIM Funds.
8. Amendment. The Transfer Agent may amend this Agreement by providing advance
written notice of any such amendments to the Intermediary. If the Intermediary
continues to maintain accounts which hold shares of the AIM Funds sixty
(60) days after the receipt of such amendment(s), the Intermediary shall be
deemed to have agreed to all terms and conditions set forth in such
amendment(s).
9. Termination. The Transfer Agent may terminate this Agreement by providing 30
days' written notice of termination to the Intermediary. The Intermediary may
terminate this Agreement by providing sixty (60) days' notice of termination to
the Transfer Agent; provided, however, that no such notice of termination shall
be effective for so long as the Intermediary continues to maintain accounts
which hold shares of the AIM Funds.
10. Choice of Law. This Agreement shall be construed in accordance with the
laws of the State of Texas, without respect to conflict of laws principles, and
the 1940 Act.
AGREED AND EXECUTED:
AIM Investment Services, Inc. Minnesota Life Insurance Company
By: ------------------------------- By: -------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx. Name: Xxxxx X. Xxxx
Title: President Title: Senior Vice President
Date: ------------------------------- Date: -------------------------------
Address for delivery of notices Address for delivery of notices
hereunder: hereunder:
00 Xxxxxxxx Xxxxx, Xxxxx 000 000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000 Xx. Xxxx, Xxxxxxxxx 00000-0000
Attention: General Counsel Attention: General Counsel
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