EXHIBIT 99.8(u)
Rule 22c-2 Agreement
AGREEMENT entered into as of April 10, 2007, by and between Franklin ▇▇▇▇▇▇▇▇▇
Distributors, Inc. ("Distributors") and the Minnesota Life Insurance Company
(the "Intermediary"). This Agreement shall have an effective date of April 16,
2007.
WHEREAS, Distributors is the Transfer Agent to the Funds; and
WHEREAS, Intermediary has established one or more separate accounts ("Account"
or "Accounts"), which may also be composed of several Sub-Accounts, through
which Intermediary 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, Intermediary and its Accounts have been identified by the Fund as a
"financial intermediary" by the Fund; and
WHEREAS, Distributors and Intermediary wish to enter into this shareholder
information agreement in accordance with Rule 22c-2 under the Investment
Company Act of 1940 with respect to "Shares" of the Funds held on behalf of
"Shareholders" in omnibus accounts; and
WHEREAS, this Agreement is being entered into by Distributors and the
Intermediary pursuant to the requirements of Rule 22c-2 under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, the Fund and the Intermediary hereby
agree as follows:
The provisions of this Agreement, with respect to the ability of Fund to
request and promptly receive shareholder identity and transaction information
pursuant to the Agreement, shall be effective October 16, 2007. For any
requests for information on transactions carried out prior to the Compliance
Date, the parties agree to work together in good faith to establish procedures
for providing Distributors with such information as is necessary for them to
monitor for market timing.
1.1 Agreement to Provide 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, name or
other identifier of any investment professional(s) associated with the
Shareholder(s) or account (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, unless specifically requested.
1.1.1. Period Covered by Request. Requests must set forth a specific
period, not to exceed 90 days from the date of the request, for
which transaction information is sought. Distributors may request
transaction information older than 90 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 Funds.
1.1.2. Form and Timing of Response. Intermediary agrees to transmit the
requested information that is on its books and records to the Fund
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,
Intermediary agrees to: (i) provide or arrange to provide to the
Fund the requested information from shareholders who hold an
account with an indirect intermediary, or (ii) if directed by the
Fund, block further purchases of Fund Shares from such indirect
intermediary. In such instance, Intermediary agrees to inform the
Fund 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 should
be consistent with the NSCC Standardized Data Reporting Format
provided, however, that the Fund shall not require the Intermediary
to report to the Fund using the NSCC Standardized Data Reporting
Service.
1.1.3. Limitations on Use of Information. Distributors agrees not to use
the information received for marketing or any other similar purpose
without the prior written consent of Intermediary.
1.2. Agreement to Restrict Trading. The Intermediary agrees to execute written
instructions from Distributors or its designee to restrict or prohibit
further purchases or exchanges of Shares by a Shareholder holding Shares
through an account maintained by the Intermediary that has been identified
by the Fund or its designee as having engaged in transactions of the
Shares (directly or indirectly through the Intermediary's account) that
violate policies established or utilized by the Fund for the purpose of
eliminating or reducing any dilution of the value of the outstanding
Shares issued by the Fund (e.g., market timing and late trading policies).
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
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
1.2.1. Form of Instructions. The Fund's or its designee's instructions
must include the TIN, ITIN, or GII, if known, and the specific
restriction(s) to be executed. If the TIN, ITIN, or GII 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
2
relates. Upon request of the Intermediary, Fund agrees to provide
to the Intermediary, along with any written instructions to
prohibit further purchases or exchanges of Shares by Shareholder, a
copy of the Fund's publicly disclosed policies (prospectus)
relating to eliminating or reducing any dilution of the value of
the outstanding Shares issued by the Fund.
1.2.2. 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.
1.2.3. 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 (10) business days after the
instructions have been executed.
2. Definitions. For purposes of this Agreement:
2.1. The term "Fund" includes the fund's principal underwriter and
transfer agent. The term does not include any "excepted funds" as
defined in SEC Rule 22c-2(b) under the 1940 Act./1/
2.2. The term "Shares" means the interests of Fund Shareholders
corresponding to the redeemable securities of record issued by the
Fund under the 1940 Act that are held by the Intermediary.
2.3. The term "Shareholder" means the beneficial owner of Shares,
whether the Shares are held directly or by the Intermediary in
nominee name; except:
2.3.1. with respect to retirement plan recordkeepers, the term
"Shareholder" means the Plan participant notwithstanding
that the Plan may be deemed to be the beneficial owner of
Shares; and
2.3.2. with respect to insurance companies, the term
"Shareholder" means the holder of interest in a variable
annuity or variable life insurance contract issued by the
Intermediary or a participant in an employee benefit plan
with a beneficial interest in a Contract.
2.4. The term "written" includes electronic writings and facsimile
transmissions.
2.5. 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
--------
/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.
3
death benefit; or (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.
2.6. 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.
3. Miscellaneous.
3.1. Assignment. Neither this Agreement nor any rights or obligations
hereunder may be assigned by any party without the prior written
consent of the other parties, but this Agreement shall inure to the
benefit of and be binding upon the parties and their respective
permitted successors and permitted assigns.
3.2. Termination. This Agreement shall become effective on the date
first set forth above and shall continue in effect until terminated
by either party hereto upon at least thirty (30) days' written
notice.
3.3. Amendment. No provision of this Agreement may be amended, modified,
or waived except in a writing signed by the parties hereto. No
waiver of any provision hereto shall be deemed a continuing waiver
unless it is so designated. No failure or delay on the part of any
party in exercising any power or right precludes any other or
further exercise thereof or the exercise of any other power or
right.
3.4. Legal Relationship. The parties hereto agree that they are
independent contractors and not partners or co-venturers or
employees of each other, except that the Intermediary shall be the
agent of the Fund to the extent described herein.
3.5. Captions. The paragraph headings contained herein are for reference
purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
3.6. Severability; Conflicts. If any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for
any reason, the remaining provisions and portions of this Agreement
shall be unaffected thereby and shall remain in full force and
effect to the fullest extent permitted by law. If there is any
conflict between the provisions in this Agreement and those of the
prospectus and statement of additional information of the
portfolios/series of any Fund, the current prospectus and statement
of additional information shall govern.
3.7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but
all of which together shall constitute one and the same Agreement.
4
4. Construction and Cooperation.
4.1. 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 Funds 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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
Accepted by:
FRANKLIN ▇▇▇▇▇▇▇▇▇ DISTRIBUTORS,INC.
By:
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Accepted by:
MINNESOTA LIFE INSURANCE COMPANY
By:
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
Date:
-------------------------------
5
