EXHIBIT 99.8(w)
SHAREHOLDER INFORMATION AGREEMENT
Under Rule 22c-2 of the Investment Company Act of 1940
This Agreement is effective as of April 16, 2007, by and between
OppenheimerFunds Services ("OFS"), a division of OppenheimerFunds, Inc.,
OppenheimerFunds Distributor, Inc. ("Distributor") and referred together with
OFS as "▇▇▇▇▇▇▇▇▇▇▇" and Minnesota Life Insurance Company (the "Intermediary")
and all future affiliates as parties to the Intermediary Agreement (the
"Agreement").
WHEREAS, Intermediary has established one or more separate accounts
("Account" or "Accounts"), which may also be composed of several sub-accounts,
through which Intermediary 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 Fund's portfolios ("Portfolios"); 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
Portfolios from time to time; and
WHEREAS, Intermediary and its Accounts have been identified by the Fund as a
"financial intermediary"; and
WHEREAS, pursuant to Rule 22c-2 under the Investment Company Act of 1940, as
amended ("Rule 22c-2"), ▇▇▇▇▇▇▇▇▇▇▇, on behalf of the Funds, is required to
enter into a written agreement with the Intermediary;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, ▇▇▇▇▇▇▇▇▇▇▇, on behalf of the Funds,
and the Intermediary hereby agree as follows:
A. Shareholder Information
1. Agreement to Provide Information. The Intermediary agrees to provide
to the Fund or its designee, promptly upon written request, the
taxpayer identification number ("TIN"), the Individual/International
Taxpayer Identification Number ("ITIN"), or other government-issued
identifier ("GII"), if known, of any or all Shareholder(s) holding
Shares through an account maintained by the Intermediary, 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 such account 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 Fund wishes to request Intermediary to provide information in
addition to that recited in this Section 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 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.
a. 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 Fund or its designee
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 Fund for the purpose
of eliminating or reducing any dilution of the value of the
outstanding Shares issued by a Fund.
b. Form and Timing of Response. (1) The Intermediary agrees to
provide, promptly upon request of the Fund or its designee, the
requested information specified in Section A.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 Section A.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 to the Fund or its designee the information set forth in
Section A.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. Additionally, the
Intermediary agrees to inform the Fund or its designee whether it
plans to perform (i) or (ii). (2) Responses required by this
paragraph must be communicated in writing and in a format mutually
agreed upon by the parties. (3) 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, the Fund shall not require the
Intermediary to report to the Fund using the NSCC Standardized
Data Reporting Service. For purposes of this provision, an
"indirect intermediary" has the same meaning as in Rule 22c-2.
c. Limitations on Use of Information. The Fund or its designee agrees
not to use the information received hereunder for marketing or any
other similar purpose without the prior written consent of the
Intermediary.
B. Execution of Trading Restriction Instructions
1. Agreement to Restrict Trading. The 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 holding Shares through an
account maintained by the Intermediary that has been identified by the Fund
or its designee as having engaged in transactions of the Shares (directly
or indirectly through the Intermediary's account) that violate policies
established or utilized by the Fund for the purpose of eliminating or
-2-
reducing any dilution of the value of the outstanding Shares issued by the
Fund (e.g., market timing and late trading policies). 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 in writing and
in a format mutually agreed upon by the parties.
a. Form of Instructions. The Fund's or its designee's instructions 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. Upon request of the Intermediary, Fund 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 Fund's publicly disclosed policies relating to eliminating
or reducing any dilution of the value of the outstanding Shares issued
by the Fund.
b. Timing of Response. The Intermediary agrees to execute the Fund's or
its designee's instructions pursuant to Section B.1 as soon as
reasonably practicable, but not later than five (5) business days
after receipt of the instructions by the Intermediary.
c. Confirmation by the Intermediary. The Intermediary must provide
written confirmation to the Fund or its designee that the Fund's or
its designee's instructions pursuant to Section B.1 have been
executed. The Intermediary agrees to provide confirmation as soon as
reasonably practicable, but not later than ten (10) business days
after the instructions have been executed.
C. Effective Date
This Agreement shall be effective as of April 16, 2007, or such earlier date
as agreed to between the parties, provided that the provisions dealing with the
Fund's ability to request and receive transmissions of shareholder data shall
be effective October 16, 2007.
D. Definitions
For purposes of this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the context:
1. The term "Funds" includes the Fund's principal underwriter and transfer
agent. The term does not include any "excepted fees" as outlined in Rule
22c-2(b) under the Investment Company Act of 1940 ("'40 Act")./1/
--------
/1/ As defined in SEC Rule 22c-2(b), the 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
-3-
2. The term "Participation Agreement" means the Participation Agreement
between the Intermediary and ▇▇▇▇▇▇▇▇▇▇▇, and any other agreements between
Intermediary and ▇▇▇▇▇▇▇▇▇▇▇ or the Funds or any of their affiliates or any
Fund's transfer agent relating to the Intermediary's processing of
transactions in Shares.
3. The term "Shares" means the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the '40 Act, as
amended, that are held by the Intermediary.
4. The term "Shareholder" means the beneficial owner of Shares, whether the
Shares are held directly or by the Intermediary in nominee name. With
respect to any Shares held by a retirement plan ("Plan"), the term
"Shareholder" also means the Plan participant, notwithstanding that the
Plan may be deemed to be the beneficial owner of Shares. With respect to
any Shares held by insurance companies, the term "Shareholder" means the
holder of interests in a variable annuity or variable life insurance
contract issued by the Intermediary.
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 Portfolio, 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 Portfolio 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 Portfolio 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.
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 Portfolio, 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 Portfolio 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 Portfolio 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.
7. The term "written" includes electronic writings and facsimile transmissions.
8. The term "Intermediary" means a "financial intermediary" as defined in SEC
Rule 22c-2 and shall include an "Account."
9. The term "purchase" does not include the automatic reinvestment of
dividends.
--------
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.
-4-
10. The term "promptly" as used in Section A.1.b means as soon as practicable
but in no event later than ten (10) business days from the Intermediary's
receipt of the request for information from the Fund or its designee.
E. Construction.
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 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. This Agreement shall be governed by and
construed with the laws of the State of New York.
F. Termination.
This Agreement will terminate upon Intermediary ceasing to be a "financial
intermediary" under Rule 22c-2 of the Investment Company Act, with respect to
the Fund, except that the Fund may request information, subject to the terms of
this agreement for transactions occurring prior to termination.
[The remainder of this page is intentionally left blank.]
-5-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
MINNESOTA LIFE INSURANCE COMPANY
By:
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President
Date:
--------------------------------
OPPENHEIMERFUNDS SERVICES
(a division of OppenheimerFunds, Inc.)
By:
--------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Senior Vice President
Date:
--------------------------------
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:
--------------------------------
▇▇▇▇▇ ▇▇▇▇
President
Date:
--------------------------------
-6-