SHAREHOLDER INFORMATION AGREEMENT
FRANKLIN ▇▇▇▇▇▇▇▇▇ VARIABLE INSURANCE PRODUCTS TRUST
This Shareholder Information Agreement ("Agreement") is entered into as of
May 1, 2007, and is among FranklinITempleton 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) ofthe 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
▇▇▇▇▇▇, 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 hom the Fund or its designee for
Shareholder information shall be made no more fiequently than
quarterly except as the Fund or its designee deems necessary
to investigate compliance with policies established by the
Fund or its
1
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 Ifrequested 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 11 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'INF'ORMATION..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 Grarnrn-▇▇▇▇▇-▇▇▇▇▇▇ Act (Public Law 106-102) and
comparable state laws
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 ofthe value ofthe 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
2.1.,1 Form of'Instructions.. Instructions must include the TIN,
ITIN, or GI1 and the specific individual Contract owner number or
participant account number associated with the Shareholder, ifknown, and
the specific restriction(s) to be executed, including how long the
restriction(s) is(are) to remain in place If'the TIN, ITW, GI1 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.L.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 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 fiom 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 ofa shareholder's taxpayer identification number
provided to the Fund or its designee in response to a request for information
pursuant to the terms ofthis 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
ofthe Participation Agreement,
3
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 paties 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 recluired by the context:
The term "INTERMEDIARY" means: (i) the insurance company separate accounts
listed on Attachment A of this A y eement (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 ▇▇▇▇▇▇▇▇▇ Variable
Insurance Products Trust in which Intermediary, or its affiliates, 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 h d s " as defined in
Rule 22c-2(b) under the 1940 Act
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 trans*
of' assets within a Contract to a Fund, hut 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 ptusuant 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
4
plannedv premium payments to the Contract; or (v) as pre-arranged
transfkrs 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 o f a Fund as a result of scheduled withdrawals or sur~▇▇▇▇▇▇
fiom a Contract; or. (iv) as a result of payment of a death benefit from a
Contract,
The term "WRITTEN" includes electronic writings
5
IN WITNESS WHEREOF, each party has caused a duly authorized officer or
representative to execute this Agreement
FRANKLIN/▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
FIRST SECURITYBENEFIT LIFEINSURANCE
AND ANNUITY COMPANY OF NEW YORK
on behalf of itself and the Separate Accounts
referenced In this Agreement and its Attachment
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇, ▇▇
Title: Vice President
6
ATTACHMENT A TO SHAREHOLDER INFBRMATION AGREEMENT
The Insurance Company:
First Security Benefit Life Insurance and Annuity Company of New York
The Separate Account($):
Separate Account A
Separate Account B
7