Franklin Templeton Variable Insurance Products Trust This Shareholder Information Agreement (“Agreement”) is entered into as of April 16, 2007, and is among Franklin/Templeton Distributors, Inc. (“Distributors”) on behalf of each Fund, as defined...
Exhibit 99-B.8.43 Shareholder Information Agreement | |||
Franklin Xxxxxxxxx Variable Insurance Products Trust | |||
This Shareholder Information Agreement (“Agreement”) is entered into as of April 16, 2007, | |||
and is among Franklin/Xxxxxxxxx Distributors, Inc. (“Distributors”) on behalf of each Fund, as defined | |||
below, and the Intermediary, as defined below. Unless otherwise specified, capitalized terms have the | |||
meaning set out under “Definitions,” below. | |||
WHEREAS, Intermediary is a “financial intermediary” as that term is defined in Rule 22c-2 | |||
under the Investment Company Act of 1940, as amended (the “1940 Act”); and | |||
WHEREAS, Distributors serves as the principal underwriter to the Funds; and | |||
WHEREAS, Distributors and Intermediary wish to enter into this Agreement in accordance | |||
with Rule 22c-2 under the 1940 Act. | |||
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which | |||
consideration is full and complete, Distributors and Intermediary hereby agree as follows: | |||
1. |
Shareholder Information | ||
1.1 | Agreement to Provide Information. Intermediary agrees to provide the Fund or its | ||
designee, 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 Intermediary during the period covered by the request. | |||
Unless otherwise specifically requested by the Fund or its designee, Intermediary shall only be | |||
required to provide information relating to Shareholder-Initiated Transfer Purchases or Shareholder- | |||
Initiated Transfer Redemptions. | |||
1.1.1 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. The Fund or its designee may request transaction information older than ninety (90) | |||
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 the Fund. | |||
(a) | Timing of Requests. Written requests from the Fund or its designee for | ||
Shareholder information shall be made no more frequently than quarterly | |||
except as the Fund or its designee deems necessary to investigate | |||
compliance with policies established by the Fund or its designee for the | |||
purpose of eliminating or reducing any dilution of the value of the | |||
outstanding shares issued by the Fund. |
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1.1.2 | 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 1.1, above. If | ||||
requested by the Fund or its designee, Intermediary agrees to use best | ||||
efforts to determine promptly whether any specific person about whom | ||||
Intermediary has received the identification and transaction information | ||||
specified in Section 1.1 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) the information | ||||
set forth in Section 1.1 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; | ||||
(b) | Responses required by this Section 1.1 must be communicated in writing | |||
and in a format mutually agreed upon by the Fund or its designee and | ||||
Intermediary; and | ||||
(c) | To the extent practicable and agreed by the parties, the format for any | |||
transaction information provided to the Fund or its designee should be | ||||
consistent with the NSCC Standardized Data Reporting Format. | ||||
1.1.3 | Limitations on Use of Information. Unless the Intermediary provides prior | |||
written consent, Fund 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 | ||||
Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable state laws. | ||||
2. |
Restriction of Trading | |||
2.1 | Agreement to Restrict Trading. Intermediary agrees to execute or have executed | |||
written instructions from the Fund or its designee to restrict or prohibit further purchases or exchanges | ||||
of Shares by a Shareholder that has been identified by the Fund or its designee as having engaged in | ||||
transactions of the Fund's Shares (directly or indirectly through the Intermediary's account) that violate | ||||
policies established by the Fund or its designee for the purpose of eliminating or reducing any dilution | ||||
of the value of the outstanding Shares issued by the Fund. Unless otherwise directed by the Fund or its | ||||
designee, 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. |
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2.1.1 | Form of Instructions Written. 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. | ||||||
2.1.2 | Tuning of Response. | |||||
(a) | For those Shareholders whose information is on the Intermediaries' | |||||
books and records, the Intermediary agrees to execute or have executed the | ||||||
written instructions from the Fund or its designee to restrict or prohibit trading as | ||||||
soon as reasonably practicable, but no later than 5 Business Days after receipt | ||||||
of the instructions by the Intermediary or another time period agreed upon by | ||||||
both parties. | ||||||
(b) | For those Shareholders whose information is not on the Intermediaries' | |||||
books and records the Intermediary agrees to execute or have executed the | ||||||
written instructions from the Fund or its designee to restrict or prohibit trading as | ||||||
soon as reasonably practicable, but no later than 5 Business Days after receipt | ||||||
of the instructions by the Intermediary or another time period agreed upon by | ||||||
both parties. | ||||||
2.1.3 | Confirmation by Intermediary. In accordance with Section 2.12.a, | |||||
Intermediary will provide written confirmation to the Fund or its designee that such 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. | ||||||
In accordance with Section 2.12b, the Intermediary will provide written confirmation to the | ||||||
Fund or its designee that such instructions have or have not been executed. If an indirect | ||||||
intermediary is unable or unwilling to restrict or prohibit trading by a Shareholder, upon the | ||||||
Funds' written request, the Intermediary will restrict or prohibit transactions in Fund Shares by | ||||||
the Indirect Intermediary. | ||||||
2.2 |
Construction of the Agreement; Participation Agreements. The parties have | |||||
entered into one or more agreements between or among there governing the purchase and redemption | ||||||
of shares of the Funds in connection with the Contracts (collectively, “Participation Agreements”). | ||||||
This Agreement supplements those Participation Agreements. To the extent the terms of this | ||||||
Agreement conflict with the terms of a Participation Agreement with regard to the requirements of Rule | ||||||
22c-2, the terms of this Agreement shall control. |
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3. | Miscellaneous Provisions | |
3.1 | Requests prior to October 16, 2007. Intermediary shall be able to promptly respond | |
to requests for Shareholder information by no later than October 16, 2007. Information requests prior | ||
to October 16, 2007, shall be governed by whatever practices, if any, that Fund and Intermediary have | ||
previously utilized to govern such requests. | ||
3.2 | Termination. This Agreement will terminate upon the termination of the Participation | |
Agreements and redemption of all shares in the Fund held by the Intermediary. | ||
3.3 | Indemnification. Distributors agrees to indemnify and hold Intermediary harmless | |
from any and all liability, claim, loss, demand, damages, costs and expenses (including reasonable | ||
attorneys' fees) arising in connection with a 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 Fund or its designee in response to a request for information pursuant to the terms of this | ||
Agreement (“Losses”). Distributors shall not be liable for Losses unless the Intermediary has | ||
provided adequate written notice to Distributors promptly after the summons or other first legal | ||
process. In addition, Distributors will be entitled to participate in, at its own expense, or shall be | ||
entitled to assume the defense thereof, consistent with the terms of the Participation Agreement. | ||
3.4 | Force Majeure. The parties to this Agreement are 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, and acts of | ||
war or terrorism. Each party so affected shall promptly give written notice to the other parties 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. | ||
4. |
Definitions | |
As used in this Agreement, the following terms shall have the following meanings, unless a | ||
different meaning is clearly required by the context. | ||
The term “Intermediary” means: (i) the insurance company separate accounts held by the life | ||
insurance company listed on Attachment A of this Agreement (which is a part of this | ||
Agreement) as well as those identified in Schedule B of the Participation Agreement(s) to | ||
which Distributors and Intermediary are parties, as such Participation Agreement(s) may be | ||
amended from time to time; and (ii) the life insurance company depositor of such separate | ||
accounts. | ||
The term “Fund” shall mean each series of Franklin Xxxxxxxxx Variable Insurance Products | ||
Trust in which Intermediary invests and includes: (i) an administrator for the Fund; (ii) the | ||
principal underwriter or distributor for the Fund; and (iii) the transfer agent for the Fund. The | ||
term does not include any “excepted funds” as defined in Rule 22c-2(b) under the 1940 Act. |
53752-2 | 4 |
The term “Shares” means the interests of Shareholders corresponding to the redeemable | |
securities of record issued by a Fund under the 1940 Act that are held by Intermediary. | |
The term “Shareholder” means the holder of interests in a variable annuity or variable life | |
insurance contract issued by 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 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) as | |
part of a one-time step-up in Contract value pursuant to a Contract death benefit; (iv) as part of | |
an 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) as pre-arranged transfers at the conclusion | |
of a required free look period. | |
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. | |
The term “written” includes electronic writings. |
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IN WITNESS WHEREOF, each party has caused a duly authorized officer or representative
to execute this Agreement.
FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC. | ||||
By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Senior Vice President | |||
ING LIFE INSURANCE AND ANNUITY |
ING USA ANNUITY AND LIFE INSURANCE | |||
COMPANY | COMPANY | |||
By: |
/s/ Xxxxxxxxxx Xxxxxxx | By: | /s/ Xxxxxxxxxx Xxxxxxx | |
Name: | Xxxxxxxxxx Xxxxxxx | Name: | Xxxxxxxxxx Xxxxxxx | |
Title: | Authorized Representative | Title: | Authorized Representative | |
RELIASTAR LIFE INSURANCE |
RELIASTAR LIFE INSURANCE | |||
COMPANY | COMPANY OF NEW YORK | |||
By: |
/s/ Xxxxxxxxxx Xxxxxxx | By: | /s/ Xxxxxxxxxx Xxxxxxx | |
Name: | Xxxxxxxxxx Xxxxxxx | Name: | Xxxxxxxxxx Xxxxxxx | |
Title: | Authorized Representative | Title: | Authorized Representative |
53752-2 | 6 |
Attachment A to Shareholder Information Agreement
The Insurance Company:
ING Life Insurance and Annuity Company
ING USA Annuity and Life Insurance Company
ReliaStar Life Insurance Company
ReliaStar Life Insurance Company of New York
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