Exhibit 8(f)(vi)
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.
FRANKIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
CUNA MUTUAL LIFE INSURANCE COMPANY
on behalf of itself and the Separate
Accounts referenced in this Agreement
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: XXXXXX X XXXXXXX
Title: VICE PRESIDENT
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ATTACHMENT A
Name of Insurance Company:
CUNA Mutual Life Insurance Company
Name of Separate Account(s):
CUNA Mutual Life Group Variable Annuity
CUNA Mutual Life Variable Account
CUNA Mutual Life Variable Annuity Account
