VAN ECK SHAREHOLDER INFORMATION AGREEMENT
XXX XXX
SHAREHOLDER INFORMATION AGREEMENT
This Agreement is effective as of December 1, 2008, by and between National
Life Insurance Company (“Intermediary”) and Xxx Xxx Securities Corporation (“Xxx
Xxx”) on behalf of the Xxx Xxx Funds, Xxx Xxx Worldwide Insurance Trust, or such
other investment companies that Xxx Xxx may distribute (each, a “Xxx Xxx Fund” and
together, the “Xxx Xxx Funds”).
WHEREAS, Intermediary is a “financial intermediary” within the meaning of
Rule 22c-2 of the Investment Company Act of 1940 (“Rule 22c-2”);
WHEREAS, pursuant to Rule 22c-2, Xxx Xxx is required to enter into a written
agreement with Intermediary under which Intermediary agrees to: (i) provide, at Xxx
Xxx’x request, identity and transaction information about Shareholders (as defined below)
who hold their Shares (as defined below) through an account with Intermediary; and (ii)
execute instructions from Xxx Xxx to restrict or prohibit future purchases or exchanges;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, Xxx Xxx and the Intermediary hereby agree as
follows:
Shareholder Information
1. (a) Agreement to Provide Information. Intermediary agrees to provide Xxx
Xxx, or its designee, upon written request, the taxpayer identification number (“TIN”),
the Individual/International Taxpayer Identification Number (“ITIN”), or other
government-issued identifier (“GII”) or mutually acceptable Securities and Exchange
Commission (“SEC”) approved identifier, and the Contract owner number or participant
account number associated with the Shareholder, if known, of any or all Shareholder(s)
of the Xxx Xxx Funds, 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 on behalf of the Intermediary during the period covered
by the request. Unless otherwise specifically requested by Xxx Xxx, or its designee, the
Intermediary shall only be required to provide information relating to Shareholder
Initiated Transfer Purchases or Shareholder- Initiated Transfer Redemptions.
(b) Period Covered by Request. Requests must set forth a specific period, not to
exceed 180 calendar days from the date of the request, for which transaction information
is sought. Xxx Xxx, or its designee, may request transaction information older than 180
calendar days from the date of the request as it deems necessary to investigate
compliance with policies established by the Xxx Xxx Funds for the purpose of
eliminating or reducing any dilution of the value of the outstanding Shares issued by the
Xxx Xxx Funds.
(c) Timing of Requests. Requests for Shareholder information shall be made no more
frequently than quarterly except as Xxx Xxx deems necessary to investigate compliance
with policies established by the Xxx Xxx Funds for the purpose of eliminating or reducing
any dilution of the value of the outstanding shares issued by the Xxx Xxx Funds.
(d) Form and Timing of Response. Intermediary agrees to provide, promptly, upon
request of Xxx Xxx, or its designee, the information specified in Section 1(a). If
requested by Xxx Xxx, 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 1(a) is itself a financial
intermediary (“indirect intermediary”) and, upon further request of the Xxx Xxx, or its
designee, promptly either (i) provide (or arrange to have provided) the information set
forth in 1(a) 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 Xxx Xxx Funds. Intermediary
additionally agrees to inform Xxx Xxx, or its designee, 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 Xxx Xxx, or its designee, should be consistent with
the NSCC Standardized Data Reporting (“SDR”) Format.
2. Limitations on Use of Information. Xxx Xxx agrees not to 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 Xxxxx-Xxxxx-Xxxxxx Act (Public Law
106-102) and comparable state laws.
3. (a) Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from Xxx Xxx, or its designee, to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by Xxx Xxx, or its
designee, as having engaged in transactions of the Shares (directly or indirectly through
the Intermediary’s account) that violate policies established by the Xxx Xxx Fund(s) for
the purpose of eliminating or reducing any dilution of the value of the outstanding Shares
issued by the Xxx Xxx Fund(s). Unless otherwise directed by Xxx Xxx, or its designee,,
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 Xxx Xxx
in writing from time to time, including, if applicable, an e-mail and/or facsimile
telephone number:
Xxxxx Xxxxxx, or alternatively, Xxxx Xxxxx
National Life Insurance Company
One National Life Drive, Montpelier, Vermont, 05672
xxxxxxx@xxxxxxxxxxxx.xxx or xxxxxx@xxxxxxxxxxxx.xxx
(b) Form of Instructions. Instructions to restrict or prohibit trading must include
the TIN, ITIN, GII or mutually acceptable SEC approved identifier, 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 mutually acceptable
SEC approved identifier, or 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. Xxx Xxx agrees to provide
whatever other information is reasonably required to effectuate the instructions, upon
request.
(c) 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.
(d) Confirmation by Intermediary. Intermediary must provide written
confirmation to Xxx Xxx, or its designee, 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. | Definitions. For purposes of this Agreement: |
| (a) The term “Shares” means the interests of Shareholders corresponding to the | |
redeemable securities of record issued by each Xxx Xxx Fund that are held by the
Intermediary.
(b) 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.
(c) 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 Xxx Xxx 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 Xxx Xxx 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 Xxx Xxx 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 Xxx Xxx 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 Xxx Xxx 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.
(e) The term “written” includes electronic writings and facsimile transmissions.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first set forth above.
National Life Insurance Company
By: /s/ Xxxxxxxxx XxxXxxxx,
Date:________________
Name (print): Xxxxxxxxx XxxXxxxx
Title (print): Vice President- Product Development
Telephone #: 000-000-0000
Email: xxxxxxxxx@xxxxxxxxxxxx.xxx
XXX XXX SECURITIES CORPORATION
By: /s/ Xxxxxxxx Xxxxx
__________________________________________________
Date:________________
Name (print):
__________________________________________
Title (print):
___________________________________________
Telephone #:
___________________________
Email:
_____________________________
