EXHIBIT 26(h)(2)(viii)
MINNESOTA LIFE / JANUS CAPITAL GROUP
RULE 22C-2 SHAREHOLDER INFORMATION AGREEMENT
This Rule 22c-2 Shareholder Information Agreement ("Agreement") is entered into
as of March 20, 2007, with an effective date of April 16, 2007, between Janus
Capital Management, LLC, Janus Services LLC, Janus Distributors LLC, and Janus
Aspen Series (collectively "Janus") and Minnesota Life Insurance Company
("Minnesota Life").
WHEREAS, Janus serves as principal underwriter and/or transfer agent of
each mutual fund listed in the Current Agreements as defined below between the
parties (each a "Fund" and collectively, the "Funds"); 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 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, Minnesota Life and its Accounts have been identified by the Fund
as a "financial intermediary" by the Fund; and
WHEREAS, Janus desires on behalf of each Fund to enter into this Agreement
with Intermediary in order for each Fund to comply with its obligations under
Rule 22c-2 under the Investment Company Act of 1940;
NOW, THEREFORE, in consideration of the promises and the mutual covenants
contained herein, Janus and Minnesota Life agree as follows:
1. AGREEMENT TO PROVIDE INFORMATION.
Minnesota Life agrees to provide Janus or its designee, upon written
request, certain information to include the following:
- 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) of an account or accounts maintained by Minnesota
Life during the period covered by the request; and
- The amount, date, name or other identifier of any investment
professional(s) or financial adviser associated with the
Shareholder(s) or account(s) (if known); and
- Transaction type (purchase, redemption, transfer, or exchange) of
every purchase, redemption, transfer or exchange of Shares held
through the account or accounts.
- Unless otherwise requested by Janus, this section shall be read to
require Minnesota Life to provide only that information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated
Transfer Redemptions.
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- If Janus wishes to request Minnesota Life to provide information in
addition to that recited in this Section 1, it shall provide
Minnesota Life with the details of that additionally requested
information together with a suggested format for Minnesota Life's
response.
- Requests from Janus to Minnesota Life should include the Fund name
and identification number, Minnesota Life's Fund Account number and
method of response, and the address to which Minnesota Life must
respond with the requested information.
2. PERIOD COVERED BY REQUEST.
Requests must set forth a specific period, not to exceed ninety (90) days
from the date of the request, for which transaction information is sought. Janus
or its designee may request transaction information older than ninety (90) days
from the date of the request as Janus or its designee 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.
3. FORM AND TIMING OF RESPONSE.
(a) Intermediary agrees to provide the requested information specified in
Section 1 to Janus or its designee promptly, but in any event not later than ten
(10) business days, after receipt of a request. If requested by Janus or its
designee, Minnesota Life agrees to use best efforts (i) to determine promptly
whether any specific person about whom it has received the identification and
transaction information specified in Section 1 is itself an Intermediary
("indirect intermediary") and (ii) upon further request of the Fund or its
designee, either (A) to 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 (B) torestrict 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 Section 3 must be communicated in writing
and in a format mutually agreed upon by the parties.
(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 Janus shall not
require the Minnesota Life to report to Janus using the NSCC Standardized Data
Reporting Service.
4. LIMITATIONS ON USE OF INFORMATION.
Janus agrees not to use the information received for marketing or any
other similar purpose without the prior written consent of the Minnesota Life.
5. AGREEMENTS TO RESTRICT TRADING.
(a) Minnesota Life agrees to execute written instructions from Janus or
its designee to restrict or prohibit further purchases or exchanges of Shares by
a Shareholder that has been identified by Janus as having engaged in
transactions of the Fund's Shares (directly or indirectly through Minnesota
Life'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 Janus. Unless otherwise directed by the
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Janus, 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 Minnesota Life.
Instructions must be received by Minnesota Life at the following address, or
such other address that Minnesota Life 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
000 Xxxxxx Xxxxxx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000-0000
Attention: Xxxxxxxxx Xxxxx
Phone: 000-000-0000
E-mail: xxxxxxxxx.xxxxx@xxxxxxxx.xxx
(b) FORM OF INSTRUCTION. Instructions to restrict or prohibit trading must
include the TIN, ITIN or GII, if known, and the specific restrictions(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. Minnesota Life agrees to execute instructions
as soon as reasonably practicable, but not later than ten (10) business days
after receipt of the instructions by Janus or its designee.
(d) CONFIRMATION BY INTERMEDIARY. Minnesota Life must provide written
confirmation to Janus that instructions have been executed. Minnesota Life
agrees to provide confirmation as soon as reasonably practicable, but not later
than ten (10) business days after the instructions have been executed.
6. APPLICABILITY TO AFFILIATES.
The Intermediary acknowledges and agrees that the Intermediary has
identified and/or will identify to Janus all persons affiliated with the
Intermediary and known to the Intermediary who meet the definition of
"Intermediary" as set forth in Section 7 of this Agreement. In the event that
any such person is not so identified, such person shall be deemed to be subject
to the terms and conditions of this Agreement until such person has entered into
a separate agreement with the Janus.
7. DEFINITIONS.
i. The term "Intermediary" means a "financial intermediary" as
defined in SEC Rule 22c-2 and shall include an "Account."
ii. The term "Shares" means the interests of Shareholders
corresponding to the redeemable securities of record issued by
Janus under the Investment Company Act of 1940 that are held
by the Intermediary.
iii. The term "Shareholder" means the beneficial owner of Shares,
whether the Shares are held directly or by the Intermediary in
nominee name. The term "Shareholder" also means the holder of
interests in a variable annuity or variable life insurance
contract issued by the Minnesota Life.
iv. 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
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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.
v. 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.
vi. The term "written" includes electronic writings and facsimile
transmissions.
8. AMENDMENTS.
Janus may unilaterally modify this Agreement at any time by thirty (30)
day's advance written notice to the Minnesota Life to comport with the
requirements of applicable law, any amendments to Rule 22c-2 and any
interpretations by the staff of the Securities and Exchange Commission. The
first order placed by Minnesota Life subsequent to the effective date of such
notice shall be deemed acceptance by Minnesota Life of the modification
described in such notice.
9. CONSTRUCTION AND COOPERATION.
The parties have entered into one or more Fund Participation Agreements
and/or Distribution and Shareholder servicing and/or similar types of agreements
between or among them for the purchase and redemption of shares of the Fund by
the Accounts in connection with the Contracts (referred to herein as "Current
Agreements"). This Agreement supplements those Current Agreements. To the extent
the terms of this Agreement conflict with the terms of a Current Agreement, the
terms of this Agreement shall control.
10. TERMINATION.
This Agreement will terminate upon the termination of the Current
Agreements.
11. THIRD-PARTY BENEFICIARIES.
As required by Rule 22c-2, Janus is entering into this agreement on behalf
of the following Funds: Janus Investment Fund, Janus Adviser Series, And Janus
Aspen Series. Each Fund shall have the right to enforce all terms and provisions
of this Agreement against any and all parties hereto and or otherwise involved
in the activities contemplated herein.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated as of the day and year first written
above.
JANUS CAPITAL MANAGEMENT LLC
_______________________________________
Authorized Signature Date
Name:
_________________________________
Title:
________________________________
JANUS DISTRIBUTORS LLC
_______________________________________
Authorized Signature Date
Name:
________________________________
Title:
________________________________
JANUS SERVICES LLC
_______________________________________
Authorized Signature Date
Name:
________________________________
Title:
________________________________
JANUS ASPEN SERIES
_______________________________________
Authorized Signature Date
Name:
________________________________
Title:
________________________________
MINNESOTA LIFE INSURANCE COMPANY
_______________________________________
Authorized Signature Date
Name: Xxxxx X. Xxxx
Title: Senior Vice President
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