EXHIBIT 26(h)(7)(ii)
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SHAREHOLDER INFORMATION AGREEMENT
This Agreement is effective as of April 16, 2007, or such other compliance
date mandated by Rule 22c-2 of the Investment Company Act of 1940 ("Rule
22c-2"), by and between MINNESOTA LIFE INSURANCE COMPANY ("Intermediary") and
Xxx Xxx Securities Corporation ("Xxx Xxx") on behalf of the 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 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");
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;
WHEREAS, Intermediary is a "financial intermediary" within the meaning of
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.
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(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,
provided, however, that this Agreement shall not require Intermediary to utilize
the NSCC Standardized Data Reporting System.
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:
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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
(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.
(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
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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.
(f) The term "Participation Agreement" means the Participation Agreement
between the Intermediary and Xxx Xxx, and any other agreements between
Intermediary and Xxx Xxx or the Xxx Xxx Funds or any of their affiliates or any
Xxx Xxx Fund's transfer agent relating to the Intermediary's processing of
transactions in Shares.
5. 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.
6. 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.
7. TERMINATION. This Agreement will terminate upon the termination of the Fund
Participation Agreements.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the date first set forth above.
MINNESOTA LIFE INSURANCE COMPANY
By: __________________________________________________ Date:________________
Name (print): ________________________________________
Title (print): _______________________________________
Telephone #: ___________________________ Email: _____________________________
XXX XXX SECURITIES CORPORATION
By: __________________________________________________ Date:________________
Name (print): ________________________________________
Title (print): _______________________________________
Telephone #: ___________________________ Email: _____________________________
PLEASE MAIL TWO ORIGINAL, FULLY EXECUTED COPIES OF THIS AGREEMENT TO: Mr.
Xxxxxxxx Xxxxx Xxx Xxx Securities Corp., 00 Xxxx Xxxxxx, 0xx Xx., Xxx Xxxx, XX
00000-0000 no later than March 16, 2007. We will sign and return one set of
agreements to you for your records.
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