EXHIBIT 26(h)(1)(ii)
RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT
This Shareholder Information Agreement (hereinafter "Agreement") is entered
into as of May 1, 2012 by and between Securian Funds Trust (hereinafter the
"Trust") and Minnesota Life Insurance Company (hereinafter the "Intermediary"
or "Minnesota Life").
WHEREAS, Rule 22c-2 under the Investment Company Act of 1940, as amended (the
"1940 Act") requires mutual funds to enter into "shareholder information
agreements" with "financial intermediaries" that hold fund shares on behalf of
other investors in omnibus accounts and submit orders to purchase or redeem
fund shares on behalf of such investors directly to the fund ("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 Trust's 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 has been identified by the Trust as a "financial
intermediary" as defined in Rule 22c-2.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises set
forth below, Intermediary and the Trust agree as follows:
SECTION 1 - TERMS
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context:
1.1. The term "Intermediary" shall include an Account.
1.2. The term "Trust" shall also include either (i) an investment adviser to or
administrator for the Trust; or (ii) the principal underwriter or distributor
for the Trust. The term does not include any "excepted funds" as defined in
Rule 22c-2(b)./1/
1.3. The term "Shares" means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Trust under the 1940 Act that are
held by the Intermediary.
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/1/ As defined in 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.
1.4. The term "Shareholder" means the holder of interests in a Contract issued
by the Intermediary, or a participant in an employee benefit plan with a
beneficial interest in a Contract.
1.5. 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; or (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.
1.6. 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, 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.
1.7.The term "written" includes electronic writings and facsimile transmissions.
SECTION 2 - SHAREHOLDER INFORMATION
2.1. Agreement to Provide Information. Intermediary agrees to provide the
Trust, 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.
This section shall be read to require Intermediary to provide only that
information relating to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions.
If the Trust wishes to request Intermediary to provide information in
addition to that recited in this Section 2.1, it shall provide Intermediary
with the details of that additionally requested information together with a
suggested format for Intermediary's response.
Requests from the Trust to Intermediary should include the Trust name and
identification number, Intermediary's Trust Account number and method of
response, and the address to which Intermediary must respond with the requested
information.
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2.2. Period Covered by Request. Requests must set forth a specific period, not
to exceed 180 days from the date of the request, for which transaction
information is sought. The Trust may request transaction information older than
180 days from the date of the request as it deems necessary to investigate
compliance with policies established by the Trust for the purpose of
eliminating or reducing any dilution of the value of the outstanding shares
issued by the Trust.
2.3. Timing of Requests. Trust requests for Shareholder information shall be
made no more frequently than quarterly except as the Trust deems necessary to
investigate compliance with policies established by the Trust for the purpose
of eliminating or reducing any dilution of the value of the outstanding shares
issued by the Trust.
2.4. Form and Timing of Response.
(a) Intermediary agrees to provide, promptly upon request of the Trust or its
designee, the requested information specified in 2.1. If requested by the Trust
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 2.1 is itself a financial intermediary
("indirect intermediary") and, upon further request of the Trust or its
designee, promptly either (i) provide (or arrange to have provided) the
information set forth in 2.1 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 Trust. Intermediary additionally agrees to inform the Trust 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 Trust or its designee and the
Intermediary; and
(c) To the extent practicable, the format for any transaction information
provided to the Trust should be consistent with the NSCC Standardized Data
Reporting Format provided, however, that the Trust shall not require the
Intermediary to report to the Trust using the NSCC Standardized Data Reporting
Service.
2.5. Limitations on Use of Information. The Trust 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.
SECTION 3 - PROCEDURES
3.1. Indemnification. The Trust agrees to indemnify and hold harmless
Intermediary from any and all liability, claim, loss, demand, damages, costs
and expenses (including reasonable attorney's fees) arising in connection with
third party claim or action brought against Intermediary as a result of any
unauthorized disclosure of a shareholder's taxpayer identification number
provided to the Trust in response to a request for information pursuant to the
terms of this Agreement.
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3.2. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from the Trust to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Trust as
having engaged in transactions of the Trust's Shares (directly or indirectly
through the Intermediary's account) that violate policies established by the
Trust for the purpose of eliminating or reducing any dilution of the value of
the outstanding Shares issued by the Trust. Unless otherwise directed by the
Trust, 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 Trust 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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▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
E-mail: ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
3.3. 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. Upon request of the Intermediary, Trust agrees to provide
to the Intermediary, along with any written instructions to prohibit further
purchases or exchanges of Shares by Shareholder, a copy of the Trust's publicly
disclosed policies relating to eliminating or reducing any dilution of the
value of the outstanding Shares issued by the Trust.
3.4. Timing of Response. Intermediary agrees to execute instructions as soon as
reasonably practicable, but not later than five (5) business days after receipt
of the instructions by the Intermediary.
3.5. Confirmation by Intermediary. Intermediary must provide written
confirmation to the Trust that instructions 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.
3.6. Force Majeure. Either party is excused from performance and shall not be
liable for any delay in performance or non-performance, in whole or in part,
caused by the occurrence of any event or contingency beyond the control of the
parties including, but not limited to, work stoppages, fires, civil
disobedience, riots, rebellions, natural disasters, acts of God, acts of war or
terrorism, actions or decrees of governmental bodies, pandemic or epidemic
disease, but excluding failure caused by a party's financial condition or
negligence and similar occurrences. The party who has been so affected shall
promptly give written notice to the other Party and shall use its best efforts
to resume performance. Upon receipt of such notice, all obligations under this
Agreement shall be immediately suspended for the duration of such Force Majeure
Event.
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SECTION 4 - CONSTRUCTION AND COOPERATION
4.1. Construction of the Agreement; Trust Participation Agreements. The parties
have entered into one or more Trust Participation Agreements between or among
them for the purchase and redemption of shares of the Trust by the Accounts in
connection with the Contracts. This Agreement supplements those Trust
Participation Agreements. To the extent the terms of this Agreement conflict
with the terms of a Trust 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.
4.2. Mutual Cooperation. The Trust 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.
Trust and Intermediary also agree to cooperate with one another in the
development of Intermediary's own market timing policies with respect to its
contracts.
4.3. Dispute Resolution. The parties hereby mutually agree to use their best
efforts to seek an amicable solution to any controversy or dispute regarding
the subject matter hereof. Any unresolved controversy, claim or dispute shall
be submitted to binding arbitration in accordance with the Commercial Rules of
the American Arbitration Association and judgment upon any such award may be
entered in any court having jurisdiction thereof. Arbitration shall be
conducted by a single arbitrator who shall have the authority to grant any and
all appropriate relief, including, but not limited to, granting injunctive
relief or demanding specific performance. The arbitrator may make an initial
determination of the location of the arbitration or whether proceedings may
ensue based entirely upon documentary evidence. Unless otherwise mutually
agreed in writing by the parties, said determination by the arbitrator shall
become final and binding three (3) days after the arbitrator's ruling.
Arbitration costs and expenses shall be borne equally by the parties. Each
party hereby agrees to waive and suspend enforcement of any and all rights
pursuant to this and all related agreements during the pendency of such
arbitration proceedings.
SECTION 5 - TERMINATION
5.1. Termination. This Agreement will terminate upon the termination of the
Trust Participation Agreements.
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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
TRUST
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Securian Funds Trust
INTERMEDIARY
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
Minnesota Life Insurance
Company
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