EXHIBIT 99.8(v)
RULE 22c-2 SHAREHOLDER INFORMATION AGREEMENT
This Agreement entered into as of April 16, 2007, by and between MFS Fund
Distributors, Inc. ("MFD") and Minnesota Life Insurance Company
("Intermediary") with an effective date of October 16, 2007.
WHEREAS, MFD is the principal underwriter for the MFS funds;
WHEREAS, Rule 22c-2 under the Investment Company Act of 1940 ("Rule 22c-2")
effectively requires MFD or each MFS fund to enter into a shareholder
information agreement with each "financial intermediary", as that term is
defined in Rule 22c-2; 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 MFS Funds ("Funds"); 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
Funds from time to time; and
WHEREAS, Minnesota Life and its Accounts have been identified by MFD as a
"financial intermediary"; and
WHEREAS, this Agreement sets forth the terms and conditions for information
sharing for the Funds in accordance with Rule 22c-2.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, MFD and Intermediary hereby agree as
follows:
A. Agreement to Provide Information. Intermediary agrees to provide the Fund
or its designee, 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, the
Intermediary shall be required to provide information relating only 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 90 days from the date of the request, for which transaction
information is sought. The Fund or its designee 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 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
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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 Section A. 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 Section A 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 Section 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 Fund. Intermediary
additionally agrees to inform the Fund or its designee 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.
(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 participate in the NSCC
Standardized Data Reporting System.
(4) Limitations on Use of Information. The Fund agrees to use the
information provided solely for the purposes of facilitating the
Fund's compliance with Rule 22c-2 and not for marketing or any other
purpose without the Intermediary's prior written consent.
B. 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. Instructions must be received by us at the
following address, or such other address that Intermediary may communicate
to you 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
(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)
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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 number of the Shareholder(s) or account(s) or other
agreed upon information to which the instruction relates. Upon request of
the Intermediary, the Fund agrees to provide to the Intermediary, along
with any written instructions to prohibit further purchases or exchanges of
Shares by Shareholder, information regarding those trades of the contract
holder that violated the Fund's policies relating to eliminating or
reducing any dilution of the value of the Fund's outstanding Shares.
(2) Timing of Response. Intermediary agrees to execute instructions as soon
as reasonably practicable, but not later than ten (10) 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.
(4) Construction of the Agreement; Fund Participation Agreements. The
parties may 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.
(5) 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.
(6) Termination. This Agreement will terminate upon the termination of the
applicable Fund Participation Agreement.
C. Definitions. For purposes of this paragraph:
(1) The term "Fund" includes the fund's principal underwriter and transfer
agent. The term not does include any "excepted funds" as defined in Rule
22c-2(b).
(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 of 1940 that are held by Intermediary.
(3) The term "Shareholder" means 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
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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.
(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, 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 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."
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
MFS FUND DISTRIBUTORS, INC.
By: -------------------------
Name: Xxxxx X. Xxxxxx
Title: President
Date:
-------------------------
MINNESOTA LIFE INSURANCE COMPANY
By: -------------------------
Name: Xxxxx X. Xxxx
Title: Senior Vice President
Date: April 3, 2007
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