VAN ECK SHAREHOLDER INFORMATION AGREEMENT
XXX XXX |
SHAREHOLDER INFORMATION AGREEMENT |
This Agreement is effective as of November 28, 2007, by and between Principal | |
Life Insurance Company "Intermediary") and Xxx Xxx Securities Corporation ("Xxx | |
Xxx") on behalf of the Xxx Xxx Funds, Xxx Xxx Funds, Inc ., 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 | |
I . | (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 90 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 90 | |
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 other-wise 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 through | |
the NSCC SDR or 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: |
Xxxx Xxxxx |
Xxxxx.Xxxx@Xxxxxxxxx.Xxx |
(000) 000-0000 |
(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 ten 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 no t | |
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 . |