[Exhibit 99.26(h)(10)(ii)]
CREDIT SUISSE FUNDS
RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT
This Shareholder Information Agreement (the "Agreement") is entered into
as of March 15, 2007 by and between (i) Credit Suisse Asset Management
Securities, Inc. ("CSAMSI"), on behalf of each of the Credit Suisse Funds,
and (ii) Minnesota Life Insurance Company, the undersigned intermediary
("Intermediary") with an effective date of October 16, 2007 or such earlier
date as mutually agreed upon by the parties.
WHEREAS, prior to the effective date of this Agreement, the Fund (as
defined below) and Intermediary agree that any request made to Intermediary
by the Fund for shareholder transaction information, and Intermediary's
response to such request, shall be governed by whatever practices the Fund
and Intermediary had utilized in the absence of a formal agreement, if any,
to govern such request;
WHEREAS, CSAMSI is the distributor and principal underwriter for the
Credit Suisse Funds;
WHEREAS, Intermediary facilitates trading for shareholders investing in
one or more Credit Suisse Funds;
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, its transfer agent or principal underwriter ("Rule 22c-2"); and
WHEREAS, CSAMSI has identified Intermediary as a "financial
intermediary" as defined in Rule 22c-2.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants set forth below, the parties hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
A. The term "FUND" includes the transfer agent for the Credit Suisse
Funds, CSAMSI and/or one or more of the Credit Suisse Funds. The term does
not include any Credit Suisse money market fund or any other "excepted fund"
as defined in Rule 22c-2(b) under the 1940 Act. A Fund designee includes any
third party the Fund has contracted with to perform some or all of the
services herein.
B. The term "POLICIES ESTABLISHED BY THE FUND" means all policies
established for the purposes of eliminating or reducing frequent trading in
shares of the Fund as described in a Fund's prospectus(es) and/or
statement(s) of additional information, as amended, or supplemented from time
to time.
C. The term "PROMPTLY" as used in this Agreement shall mean as soon as
reasonably practicable but in no event later than ten (10) business days from
Intermediary's receipt of the request for information from the Fund or its
designee.
D. The term "PURCHASE" does not include the automatic reinvestment of
dividends.
E. The term "SHARES" means the interests of Shareholders corresponding
to the redeemable securities of record issued by the Fund under the 1940 Act
that are owned by the Separate Accounts of Intermediary.
F. The term "SHAREHOLDER" means the beneficial owner of Shares, whether
the Shares are held directly or by Intermediary in nominee name.
G. For retirement record keepers, the term "SHAREHOLDER" means the
retirement plan (the "Plan") participant notwithstanding that the Plan may be
deemed to be the beneficial owner of Shares.
H. For insurance companies, the term "SHAREHOLDER" means the holder of
interests in a variable annuity or variable life insurance Contract issued by
Intermediary or a participant in an employee benefit plan with a beneficial
interest in a Contract.
I. The term "WRITTEN" includes any electronic writing or facsimile
transmission.
J. 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.
K. 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.
2. AGREEMENT TO PROVIDE INFORMATION.
A. Intermediary agrees to provide the Fund or its designee, upon
written request, the taxpayer identification number ("TIN"), the Individual
Taxpayer Identification Number ("ITIN"), or other government-issued
identifier ("GII"), if known, of any or all Shareholder(s) of
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the account and the name or other identifier of any investment
professional(s) associated with the Shareholder(s) or account (if known), 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 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.
B. PERIOD COVERED BY REQUEST. Requests must set forth a specific
period, generally not to exceed ninety (90) calendar days from the date of
the request, for which transaction information is sought. The Fund or its
designee may request transaction information older than ninety (90) calendar
days from the date of the request if the Fund deems it 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.
C. FORM AND TIMING OF RESPONSE. (a) Intermediary agrees to provide,
promptly upon request of the Fund or its designee, the requested information
specified in Section 2.A. above. If requested by the Fund or its designee,
Intermediary agrees to use its best efforts to determine promptly whether any
specific person about whom it has received the identification and transaction
information specified in Section 2.A. above 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) to
the Fund or its designee the information set forth in Section 2.A. above for
those Shareholders who hold an account with an Indirect Intermediary or (ii)
if directed by the Fund or its designee, 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 or its designee 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 parties; and (c) To the extent
practicable, the format for any transaction information provided to the Fund
or its designee, should be consistent with the NSCC Standardized Data
Reporting Format, provided, however, that Intermediary shall not be required
to transmit information through the NSCC Standardized Data Reporting System.
D. LIMITATIONS ON USE OF INFORMATION. The Funds 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 or legal requirements subject to the privacy provisions of Title V
of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106 102) and comparable state laws.
3. AGREEMENT TO RESTRICT TRADING.
A. Intermediary agrees to execute written instructions from the Fund or
its designee, to restrict or prohibit further purchases or exchanges of
Shares by a Shareholder who has been identified by the Fund as having engaged
in transactions of the Fund's shares (directly or indirectly through
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.
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B. FORM OF INSTRUCTIONS. Instructions to restrict or prohibit trading
must include the TIN, ITIN or GII if known, and the specific restriction(s)
to be executed. If the TIN, ITIN or GII 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 (10) business days
after receipt of the instructions by Intermediary.
D. CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund or its designee that instructions from the Fund or
its designee 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.
4. CONSTRUCTION; PARTICIPATION AGREEMENT.
This Agreement constitutes the entire understanding among the parties as
to the obligations with respect to matters discussed herein. This Agreement
is not intended to amend or terminate any other agreements among the parties
that relate to the Credit Suisse Funds. 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 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.
5. AMENDMENT.
CSAMSI may amend this Agreement by providing advance written notice any
such amendments to Intermediary. If Intermediary continues to maintain
accounts that hold shares of the Credit Suisse Funds sixty (60) days after
the receipt of such amendment(s), Intermediary shall be deemed to have agreed
to all terms and conditions set forth in such amendment(s).
6. TERMINATION.
CSAMSI may terminate this Agreement by providing written notice of such
termination to Intermediary. Intermediary may terminate this Agreement by
providing sixty (60) days' written notice of such intention to terminate this
Agreement to CSAMSI; provided, however, that no such notice of termination
shall become effective for so long as Intermediary continues to maintain
accounts that hold shares of any Credit Suisse Fund. Subsequent to the
termination of this Agreement, Intermediary agrees that it will not submit to
the Fund any order for the redemption of shares of a Credit Suisse Fund
subject to this Agreement that were purchased within seven (7) days of the
date of such redemption order.
7. MUTUAL COOPERATION.
The Fund and Minnesota Life 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.
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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. Fund and Minnesota Life also agree to cooperate with one another
in the development of Minnesota Life's own market timing policies with
respect to its contracts.
8. CHOICE OF LAW.
This Agreement shall be construed in accordance with the laws of the
State of New York, without respect to conflict of law principles, and the
1940 Act.
9. COUNTERPARTS.
This Agreement may be executed in one or more counterparts each which,
when taken together, shall constitute a single instrument.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be
executed as of the date first above written.
CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.
By:
---------------------------------
Name:
Title:
MINNESOTA LIFE INSURANCE COMPANY
By:
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
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