EX-99 8 ex99b843franklin22c2.htm EXHIBIT 99.B.8.43 FRANKLIN 22C-2 AGREEMENT ex99b843franklin22c2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
                                             Exhibit 99-B.8.43

                             Shareholder Information Agreement

                        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
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
  Gramm-Leach-Bliley 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 Templeton 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.

53752-2 5


          IN WITNESS WHEREOF, each party has caused a duly authorized officer or representative
to execute this Agreement.

      FRANKLIN/TEMPLETON DISTRIBUTORS, INC.

 
  By: /s/ Thomas Regner
Name:  Thomas Regner
    Title: Senior Vice President


ING LIFE INSURANCE AND ANNUITY
ING USA ANNUITY AND LIFE INSURANCE
COMPANY COMPANY

 By:
/s/ Jacqueline Salamon By: /s/ Jacqueline Salamon
 Name: Jacqueline Salamon Name: Jacqueline Salamon
 Title: Authorized Representative Title: Authorized Representative


RELIASTAR LIFE INSURANCE
RELIASTAR LIFE INSURANCE
COMPANY COMPANY OF NEW YORK

 By:
/s/ Jacqueline Salamon By: /s/ Jacqueline Salamon
 Name: Jacqueline Salamon Name: Jacqueline Salamon
 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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