BLACKROCK MODEL VARIABLE ANNUITY RULE 22C-2 AGREEMENT
SHAREHOLDER INFORMATION AGREEMENT entered into by and between BlackRock
Distributors, Inc. and its successors, assigns and designees ("BDI") and the
Intermediary with an effective date of April 16, 2007.
Prior to the effective 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 __________________, which is (i) a broker,
dealer, bank, or other entity that holds securities of record issued by the
Fund in nominee name; (ii) in the case of a participant directed employee
benefit plan that owns securities issued by the Fund (1) a retirement plan
administrator under ERISA or (2) any entity that maintains the plan's
participant records; or (iii) an insurance company separate account.
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.
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 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)
prearranged transfers at the conclusion of a required free look period.
(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.
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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 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 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 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 any event not later than five (5) 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 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, BDI or their designee and the
Intermediary; and
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(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 ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ 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 discretion, as having engaged in transactions of the
Fund's Shares (directly or indirectly through the Intermediary's account)
that violate policies ( 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 inappropiate 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:
_____________________
_____________________
_____________________
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 five (5) business days after receipt of the instructions by the
Intermediary.
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.
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.
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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed
as of the date written below.
BlackRock Distributors, Inc.
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By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Date:
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[Intermediary]
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By:
Title:
Date:
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