EXHIBIT 24(b)(8)(iii)(G)
BlackRock Model Variable Annuity Rule 22c-2 Agreement
SHAREHOLDER INFORMATION AGREEMENT entered into on April 16, 2007, by and between
BlackRock Distributors, Inc. and its successors, assigns and designees ("BDI")
and the Intermediary with an effective date of October 16, 2007. Prior to the
date of this Shareholder Information Agreement, BDI, the Fund and the
Intermediary agree that any request made to the Intermediary by BDI or the Fund
for shareholder transaction information, and the Intermediary's response to such
request, shall be governed by whatever practices the Fund and the Intermediary
had utilized in the absence of a formal agreement, if any, to govern such
requests.
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the contexts:
The term "Intermediary" shall mean the variable annuity separate accounts of
Xxxx Xxxxxxx Life Insurance Company (U.S.A.) ("JHUSA") and Xxxx Xxxxxxx Life
Insurance Company of New York ("JHNY"), each a "Company."
The term "Fund" shall mean any open-ended management investment company that is
registered or required to register under Section 8 of the Investment Company Act
of 1940 and for which BDI acts as distributor, and includes (i) an investment
adviser to or administrator for the Fund; and (ii) the transfer agent for the
Fund. The term not does include any "excepted funds" as defined in SEC Rule
22c-2(b) under the Investment Company Act of 1940.1
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 the Intermediary.
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.
(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.
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 the following: (i)
transactions that are executed 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)
transactions that are executed pursuant to a Contract death benefit; (iii)
one-time or periodic step-up(s) 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 purchase payments to the Contract; or
(v) prearranged transfers at the conclusion of a required free look period.
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.
BDI and the Intermediary hereby agree as follows:
Shareholder Information
1. Agreement to Provide Information. Intermediary agrees to provide the Fund or
its designee, upon written request of BDI or the Fund, 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, name or other identifier of any investment professional(s)
associated with the Shareholder(s) or the account (if known) 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 and reasonably requested by the Fund, the Intermediary shall only
be required to provide information relating to Shareholder-Initiated Transfer
Purchases or Shareholder-Initiated Transfer Redemptions.
2. Period Covered by Request. Requests must set forth a specific period, which
generally will not exceed 90 calendar days from the date of the request, for
which transaction information is sought. BDI and/or the Fund may request
transaction information older than 90 calendar days from the date of the request
as they deem necessary to investigate compliance with policies (including, but
not limited to, polices of the Fund regarding market-timing and the frequent
purchasing and redeeming or exchanges of Fund shares or any other inappropriate
trading activity) established or utilized 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 but
in no event later than ten (10) business days after receipt of a request from
the Fund, BDI or their designee, the requested information specified in Section
1. If requested by the Fund,
BDI or their designee, Intermediary agrees to use best efforts to determine
promptly, but in any event not later than five (5) business days after receipt
of a request, whether any specific person about whom it has received the
identification and transaction information specified in Section 1 is itself a
financial intermediary (as defined in Rule 22c-2) ("indirect intermediary") and,
upon further request of the Fund, BDI or their designee, promptly, but in any
event not later than five (5) business days after receipt of a request, either
(i) provide (or arrange to have provided) the information set forth in Section 1
for those Shareholders who hold an account with an indirect intermediary or (ii)
restrict or prohibit the direct intermediary from purchasing, in nominee name on
behalf of other persons, securities issued by the Fund. Intermediary 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, BDI or their designee and the
Intermediary; and
(c) To the extent practicable, the format for any transaction information
provided to the Fund, BDI or their designee should be consistent with the NSCC
Standardized Data Reporting Format.
4. Limitations on Use of Information. BDI and the Fund agree 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 requests 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.
5. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from BDI or the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by BDI or the
Fund, in their sole and discretion, as having engaged in transactions of the
Fund's Shares (directly or indirectly through the Intermediary's account) that
violate policies of the Fund (including but not limited to
policies of the Fund regarding market-timing and the frequent purchasing and
redeeming or exchanging of Fund Shares or any other inappropriate trading
activity) established or utilized by the Fund for the purpose of eliminating or
reducing, or that would result in 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
Intermediary at the following address, or such other address that Intermediary
may communicate to BDI or the Fund in writing from time to time, including, if
applicable, an e-mail and/or facsimile telephone number:
Xxxxxx Xxxxxx
AVP and Senior Counsel
U.S. Operations Law Department
Xxxx Xxxxxxx Financial Services
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000-0000
6. Form of Instructions. Instructions to restrict or prohibit trading 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 number of the Shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
7. Timing of Response. Intermediary agrees to execute instructions to restrict
or prohibit trading as soon as reasonably practicable, but not later than ten
(10) business days after receipt of the instructions by the Intermediary, or as
mutually agreed upon by the parties in writing.
8. Confirmation by Intermediary. Intermediary must provide written confirmation
to BDI and the Fund that instructions to restrict or prohibit trading have been
executed. Intermediary agrees to provide confirmation as soon as reasonably
practicable, but not later than ten (10) business days after the instructions
have been executed, or as mutually agreed upon by the parties in writing.
9. 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 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.
10. Termination. This Agreement will terminate upon the termination of the fund
participation agreements.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date written below.
BLACKROCK DISTRIBUTORS, INC.
By: /s/ Xxxxx XxXxxxxxx
---------------------------------
Name: Xxxxx XxXxxxxxx
Title: Vice President
Date: 4-13-07
XXXX XXXXXXX LIFE INSURANCE COMPANY
OF NEW YORK
(on behalf of its Separate Accounts)
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President, U.S. Insurance
Date: 4-10-07
XXXX XXXXXXX LIFE INSURANCE COMPANY (U.S.A.)
(on behalf its Separate Accounts)
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President, U.S. Insurance
Date: 4-10-07
