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.
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(a) TIMING OF REQUESTS. 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.
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) 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 Intermediary plans to
perform (i) or (ii); and
(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.
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2. RESTRICTION OF TRADING
2.1 AGREEMENT TO RESTRICT TRADING. 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 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.
2.1.1 FORM OF INSTRUCTIONS. 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 TIMING OF RESPONSE. Intermediary agrees to execute
instructions as soon as reasonably practicable, but not later than five
business days after Intermediary receives the instructions.
2.1.3 CONFIRMATION BY INTERMEDIARY. Intermediary must provide
written confirmation to the Fund or its designee that instructions have
been executed. Intermediary agrees to provide confirmation as soon as
reasonably practicable, but not later than ten business days after the
instructions have been executed.
2.2 CONSTRUCTION OF THE AGREEMENT; PARTICIPATION AGREEMENTS. The
parties have entered into one or more agreements between or among them 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.
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
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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 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
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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 0000
Xxx.
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 X. Xxxxxx
______________________________
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
[NAME OF INSURANCE COMPANY]
on behalf of itself and the
Separate Accounts referenced in
this Agreement
By:__________________________________
Name:________________________________
Title:_______________________________
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ATTACHMENT A TO SHAREHOLDER INFORMATION AGREEMENT
The Insurance Company:
[name of insurance company]
The Separate Accounts:
[names of separate accounts]
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