EXHIBIT 99.8(y)
XXX XXXXXX LIFE INVESTMENT TRUST
SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT, dated as of March 15, 2007, is by and between Xxx Xxxxxx Funds
Inc. ("Fund Agent") and Minnesota Life Insurance Company ("Intermediary"). Fund
Agent is entering into this Agreement on behalf of Xxx Xxxxxx Life Investment
Trust, including any separate series or portfolios thereof, whether existing at
the date of this Agreement or established subsequent hereto (each, a "Fund,"
and, collectively, the "Funds").
WITNESSETH:
WHEREAS, SEC Rule 22c-2 (the "Rule") under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), requires every mutual fund company
or its principal underwriter to enter into written agreements with financial
intermediaries (as defined by the Rule), obligating each financial
intermediary, to (i) provide the fund company, upon request, with specific
shareholder identification and transaction information, and (ii) execute any
instructions from the fund company to restrict or prohibit trading of fund
shares by shareholders who have been identified as engaging in transactions of
fund shares that violate the fund company's market-timing and short-term
trading policies;
WHEREAS, Fund Agent is the principal underwriter and distributor for the Funds;
and
WHEREAS, Intermediary is either (i) a broker, dealer, bank, or other entity
that holds securities of record issued by a fund in nominee name; (ii) in the
case of a participant-directed employee benefit plan that owns securities
issued by a Fund (1) a retirement plan administrator under ERISA or (2) an
entity that maintains the plan's participant records; or (iii) an insurance
company separate account.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties hereto, intending to be legally bound, hereby agree and
declare as follows:
A. DEFINITIONS. As used in this Agreement, the following terms shall have the
following meanings, unless a different meaning is clearly required by the
contexts:
1. The term "Fund" shall mean an open-end management investment company
that is registered or required to register under section 8 of the
Investment Company Act of 1940 and includes (i) an investment adviser
to or administrator for the Funds; (ii) the principal underwriter or
distributor for the Funds; or (iii) the transfer agent for the Funds.
The term not does include any "excepted funds" as defined in SEC Rule
22c-2(b) under the Investment Company Act./1/
2. The term "Shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Fund under the
Investment Company Act that are held by the Intermediary.
--------
/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. 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.
4. 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 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) pre-arranged transfers at the conclusion of a required free look
period.
5. 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.
6. The term "written" includes electronic writings and facsimile
transmissions.
7. The term "promptly" means as soon as reasonably practicable, but not
later than ten (10) business days after Intermediary receives
instructions or a request from the Fund or Fund Agent.
B. AGREEMENT TO PROVIDE SHAREHOLDER 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
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. Unless otherwise specifically requested by the Fund, this section
shall be read to require Intermediary to provide only that information
relating to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions.
1. Period Covered by Request. Requests must set forth a specific period,
not to exceed ninety (90) business days from the date of the request,
for which transaction information is sought. The Fund may request
transaction information older than ninety
--------
* According to the IRS' website, the ITIN refers to the Individual Taxpayer
Identification number, which is a nine-digit number that always begins with
the number 9 and has a 7 or 8 in the fourth digit, example 9XX-7X-XXXX. The
IRS issues ITINs to individuals who are required to have a U.S. taxpayer
identification number but who do not have, and are not eligible to obtain, a
Social Security Number (SSN) from the Social Security Administration (SSA).
SEC Rule 22c-2 inadvertently refers to the ITIN as the International
Taxpayer Identification Number.
2
(90) business 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 Fund.
2. Timing of Requests. Fund requests for Shareholder information shall be
made no more frequently than quarterly except as the Fund 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.
3. Form and Timing of Response. (a) Intermediary agrees to provide,
promptly upon request of the Fund or its designee, the requested
information specified in this Section B. If requested by the Fund 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 this Section B
is itself a financial intermediary ("indirect intermediary") and, upon
further request of the Fund or its designee, promptly either
(i) provide (or arrange to have provided) the information set forth in
this Section B 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 whether it plans to perform (i) or (ii).
(b) Responses required by this paragraph must be communicated in writing and in
a format mutually agreed upon by the Fund or its designee and the
Intermediary; and
(c) 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 provisions of this paragraph
shall not require Intermediary to use the NSCC Standardized Data Reporting
System.
C. LIMITATIONS ON THE USE OF INFORMATION. The Fund 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.
D. AGREEMENT TO RESTRICT TRADING. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund
as having engaged in transactions of the Fund's 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 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.
1. Form of Instructions. Instructions must include the TIN, ITIN, or GII
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
the specific individual Contract owner number or participant account
number associated with the Shareholder is not known, the instructions
must include an equivalent identifying
3
number of the Shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
2. Timing of Response. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than ten business days
after receipt of the instructions by the Intermediary.
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 business days after the
instructions have been executed.
E. 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(s) 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.
F. 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.
G. 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.
H. TERMINATION. This Agreement will terminate with respect to a specific Fund
upon the termination of the Fund Participation Agreement relating to that
Fund.
4
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
XXX XXXXXX FUNDS INC.
/s/ Xxxxxxx X. Xxxxx
------------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive Officer
MINNESOTA LIFE INSURANCE COMPANY
By:
-------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Second Vice President & Actuary
Date: March 26, 2007
5
