Exhibit (h)(18)(b)
SHAREHOLDER INFORMATION AGREEMENT
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FRANKLIN ▇▇▇▇▇▇▇▇▇ VARIABLE INSURANCE PRODUCTS TRUST
This Shareholder Information Agreement ("Agreement") is entered into as of
August 28, 2012, and is among Franklin/▇▇▇▇▇▇▇▇▇ 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
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1.1 AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to make best
efforts 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 and which shall cover a period
ending no earlier than ten (10) business days preceding Intermediary's
receipt of the written request. 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 information shall be made no more frequently than
quarterly
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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. Upon a showing of a
reasonable basis, the intermediary will honor requests which are more
frequent.
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 will
be in the format of a Microsoft Excel spreadsheet or other mutually
agreed upon 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
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106-102) and comparable state laws.
2. RESTRICTION OF TRADING
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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
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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, 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 MEANS OF COMMUNICATION. Instructions to the Intermediary shall be
made via telephone calls to one of the contacts below followed with either
an email or facsimile. Other communication between the parties must be
received via email or facsimile at the following address or such other
address as such party may from time to time specify in writing to the other
party.
Contacts: Address:
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If to the Intermediary: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Senior Counsel American General Life Insurance Company of
▇▇▇▇▇▇▇▇_▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Delaware
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇-▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Variable Products Accounting American General Life Insurance Company of
▇▇▇▇▇▇▇_▇_▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Delaware
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Fund or its ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Franklin ▇▇▇▇▇▇▇▇▇ Investments
designee: Franklin ▇▇▇▇▇▇▇▇▇ Investments Attn: Trade Control Team
Attn: Trade Control Team ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, 1/st/ Fl
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
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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
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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 agree 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
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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
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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 ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇ ▇▇▇.
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/▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
on behalf of itself and the Separate Accounts referenced in this Agreement and
its Attachment
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: SVP Title: Assistant Secretary
(SEAL)
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ATTACHMENT A TO SHAREHOLDER INFORMATION AGREEMENT
Name of Insurance Company:
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American General Life Insurance Company of Delaware
Name of Separate Accounts:
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Separate Account II
Separate Account IV, 7, 9, 10
Separate Account 101
Separate Account 102
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