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, Rule 22C-2 permits agents of the Intermediary to sign on the
Intermediary's behalf;
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 1940Act.
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 ("Transaction
Information"). Unless otherwise specifically requested by the Fund or its
designee, Intermediary shall only be required to provide Transaction 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. Requests from the Fund or its designee for Shareholder
Transaction 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 Transaction 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
Transaction 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 Transaction 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. The Fund
further agrees to notify the Intermediary promptly if it becomes aware that
there is a breach of confidentiality caused by the Fund with respect to the
Transaction Information.
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 011 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, 011 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 or a time period agreed upon by both parties.
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.
2.1.4 Redemption Fees. If the Fund decides to impose a redemption fee with
respect to its Class 1 or Class 2 shares, the Fund agrees to make reasonable
efforts to notify the Intermediary in advance.
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 Transaction Information by no later than
October 16, 2007. Transaction 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 Transaction
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.
3.5 Notices. All requests for Transaction Information or instructions related to
restrictions or prohibitions must be sent to the following address:
Phoenix Life Insurance Company
Attention: Xxxxxxx Xxxxxxxx
00 Xxxx Xxxxxx
Xxxx Xxxxxxxxx, Xxx Xxxx 00000
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 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.
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
PHOENIX LIFE INSURANCE COMPANY, as
agent signing on behalf of VALLEY FORGE
LIFE INSURANCE COMPANY and the
Separate Accounts referenced in this
Agreement and its Attachment
By: /s/ Xxxx Xxxxxxx X'Xxxxxxx
Name: Xxxx Xxxxxxx X'Xxxxxxx
Title: Senior Vice President
Attachment A to Shareholder Information Agreement
Name of Insurance Company:
Valley Forge Life Insurance Company
Name of Separate Account(s):
Valley Forge Life Insurance Company Variable Annuity Separate Account
Valley Forge Life Insurance Company Variable Life Separate Account
Valley Forge Life "unregistered" Separate Account
