Exhibit 99.26(h)(4)(ii)
RULE 22c-2 AGREEMENT
SHAREHOLDER INFORMATION AGREEMENT entered into as of July 1, 2007 by and between
Financial Investors Variable Insurance Trust (the "Fund") and Minnesota Life
Insurance Company (the "Intermediary") with an effective date of July 1, 2007.
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 an insurance company separate account.
The term "Fund" shall mean an open-ended 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 Fund;
(ii) the principal underwriter or distributor for the Fund; or (iii) 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.
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.
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
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(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.
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.
The term "written" includes electronic writings and facsimile transmissions.
WHEREAS, SEC Rule 22c-2 under the Investment Company Act of 1940 requires that
funds enter into written agreements with intermediaries pursuant to which
intermediaries agree with the funds to provide or arrange to provide the funds
with certain underlying shareholder data and to abide by instructions for the
funds related to those shareholders;
WHEREAS, this Agreement shall inure to the benefit of and shall be binding upon
the undersigned;
NOW, THEREFORE, the Fund and the Intermediary hereby agree as follows:
1. AGREEMENT TO PROVIDE SHAREHOLDER 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 only be
required to provide information relating to Shareholder-Initiated Transfer
Purchases or Shareholder-Initiated Transfer Redemptions.
1.1. 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 (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.
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* 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 placecountry-regionU.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.
1.2. FORM AND TIMING OF RESPONSE.
(a) Intermediary agrees to provide, promptly upon request of the
Fund or its designee, the requested information specified in
paragraph 1. 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 paragraph 1 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 paragraph 1
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.
1.3. LIMITATIONS ON 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 ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106-102) and comparable
state laws.
2. 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 Intermediary at the following address, or such other address that
Intermediary may communicate to Fund in writing from time to time, including, if
applicable, an e-mail and/or facsimile telephone number:
Minnesota Life Insurance Company
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▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
2.1. 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 number of the Shareholder(s) or account(s) or other
agreed upon information to which the instruction relates.
2.2. TIMING OF RESPONSE. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than five business days after
receipt of the instructions by the Intermediary.
2.3. 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.
3. CONSTRUCTION OF THE AGREEMENT; FUND PARTICIPATION AGREEMENTS.
3.1 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.
4. 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 first above written.
MINNESOTA LIFE INSURANCE COMPANY
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
FINANCIAL INVESTORS VARIABLE INSURANCE TRUST
By: --------------------------
Name:
Title:
