EXHIBIT 26(h)(6)(ii)
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RULE 22C-2 AGREEMENT
This Rule 22c-2 Agreement ("Agreement") is entered into by and between
Lord ▇▇▇▇▇▇ Distributor LLC (the "Distributor"), on its own behalf and/or on
behalf of one or more of the Lord ▇▇▇▇▇▇ Family of Funds, as defined below (the
"Funds") and MINNESOTA LIFE INSURANCE COMPANY (the "Service Provider"),
effective as of the date of execution by the Service Provider, as set forth
below. If relevant, this Agreement constitutes an amendment to each and/or any
existing agreement between the Distributor and/or the Funds and the Service
Provider pursuant to or in connection with which the Service Provider directly
or indirectly transmits orders for Fund shares.
This Shareholder Information Agreement (hereinafter "Agreement") is
entered into as of March 15, 2007 with an Agreement effective date of April 16,
2007 and such other effective dates as are recited herein.
Prior to the effective date of this Agreement, the Fund and the
Intermediary agree that any request made to the Intermediary by the Fund for
shareholder transaction information, and the Intermediary's response to such
request, shall be governed by whatever formal agreement or informal practices
the Fund and the Intermediary have utilized, if any, to govern such requests.
WHEREAS, Service Provider maintains one or more nominee or omnibus
accounts (each an "Account") relating to the Funds, or separate series thereof,
and, pursuant to Rule 22c-2 under the Investment Company Act of 1940, the Funds
or an appropriate designee on their behalf are required to enter into an
agreement with the Service Provider under which the Service Provider is required
to provide the Funds, upon request, with certain shareholder and account
information and to implement the Funds' instructions related to their frequent
trading policies.
WHEREAS, Minnesota Life intends to make shares of the Fund available
through its Accounts as an underlying investment for certain group and
individual variable life or annuity contracts (hereinafter "Contract" or
"Contracts"). Each such Account, the associated Contracts and the interests in
them are, at the time of the execution of this Agreement, registered under the
1933 Act and the 1940 Act. The Contracts provide for the allocation of net
amounts received by Intermediary to an Account for investment in the shares of a
Fund. Selection of a particular underlying investment company is made by the
owner of the Contract. Account and Fund selections may be altered from time to
time in accordance with the terms of the applicable Contract; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained and the Funds' forbearance from terminating further
purchases of Fund shares ("Shares") by or through Service Provider, the parties
hereby agree as follows:
1. The Service Provider agrees to provide to the Funds or their designee
[upon 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 shareholders underlying an Account and the amount, date, name
or other identifier of any investment professional(s) associated with such
shareholders (if known), and transaction type (purchase, redemption,
transfer, or exchange) of every purchase, redemption, transfer, or
exchange of shares held through an Account (the "Information").
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This section shall be read to require Intermediary to provide only that
information relating to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions.
Requests from the Fund to Intermediary should include the Fund name and
identification number, Intermediary's Fund Account number and method of
response, and the address to which Intermediary must respond with the requested
information.
In addition:
(a) The Service Provider agrees to provide the Information for the
periods or at the intervals the Distributor or the Funds, or their
designee. 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.
(b) In accordance with the preceding paragraph, the Service Provider
agrees to transmit the Information that is on its books and records
to the Funds or their designee promptly, but in any event not later
than ten(10) business days, after receipt of a request for
Information or after the last day of a period for which the
Information has been requested, unless mutually agreed upon
otherwise by the parties. If the Information is not on the Service
Provider's books and records, Service Provider agrees to: (i)
provide or arrange to provide to the Funds or their designee the
Information relating to accounts that hold Fund shares through an
indirect intermediary; and (ii) if directed by the Funds, block
further purchases of Shares from such indirect intermediary. For
purposes of this paragraph, an "indirect intermediary" has the same
meaning as in Rule 22c-2; and
(c) To the extent practicable, the format for any transaction
information provided to the Funds should be consistent with the
National Securities Clearing Corporation's Standardized Data
Reporting Format, or if not practicable, in an alternative format
mutually agreed upon by the parties. This Agreement shall not
require the Intermediary to report using the NSCC Standardized Data
Reporting Service.
2. The Service Provider agrees to implement instructions from the Funds or
their designee ("Instructions") to restrict or prohibit further purchases
of Shares in specific accounts or by specific shareholders identified by
the Funds or an affiliate as having engaged in transactions that may
violate the Funds' policies regarding short term or excessive trading
activity. The Funds or their designee will include in the Instructions the
TIN, if known, and the specific restriction(s) to be implemented. If the
TIN is not known, the Instructions must include an equivalent identifying
number of the shareholders or other agreed upon information to which the
Instructions relate. In addition, the Service Provider agrees:
(a) To implement Instructions as soon as reasonably practicable, but not
later than ten (10) business days after receipt of the Instructions
by the Service Provider; and
(b) To provide confirmation to the Funds in a mutually agreed upon
format that Instructions have been implemented. Service Provider
agrees to provide confirmation as soon as is reasonably practicable,
but not later than ten (10) business days after the Instructions
have been implemented.
3. Construction and Cooperation.
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3.1 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 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.
This Agreement shall be governed by and construed with the laws of
the State of Minnesota.
3.2 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.
4. Termination
4.1 This Agreement will terminate upon the termination of the Fund
Participation Agreements.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.
LORD ▇▇▇▇▇▇ DISTRIBUTOR LLC,
By: Lord, ▇▇▇▇▇▇ & Co. LLC, its
Managing Member
_______________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Member and General Counsel
Dated: _______________________
MINNESOTA LIFE INSURANCE COMPANY
By: ___________________________________
Name: _________________________________
(Please Print Legibly or Type)
Title: ________________________________
Dated: ______________________________
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