EXHIBIT (8)(f)
RULE 22C-2 AGREEMENT
This AGREEMENT is made effective as of June 12, 2009 by and between the
Lincoln Variable Insurance Products Trust, on behalf of its Funds, and AIG Life
Insurance Company and American International Assurance Company of New York (the
"Intermediaries"), on its own behalf and on behalf of one of more separate
accounts of the Intermediaries (each such account referred to as the "Account").
WHEREAS, the Intermediaries, to the extent permitted by applicable
insurance laws and regulations, purchase Fund shares on behalf of each Account
to fund certain variable annuity contract ("Contract");
WHEREAS, The Trust, on behalf of its Funds, and the Intermediaries have
entered into Participation Agreements ("Participation Agreements"), dated June
12, 2009, to make shares of the Funds available as investment options in
Contracts;
WHEREAS, pursuant to Rule 22c-2 under the Investment Company Act of
1940 (the "1940 Act"), the Funds, or on the Funds' behalf, the Funds' principal
underwriter or transfer agent, is required to enter into agreements with
Intermediaries under which Intermediaries are required to provide the Funds,
upon request, with certain shareholder and account information and to prohibit
transactions that violate each Fund's purchase blocking policy; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereafter contained, the parties hereby agree as follows:
SHAREHOLDER INFORMATION
1. AGREEMENT TO PROVIDE INFORMATION. Intermediaries agree 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 the Intermediaries during the period covered by the request.
Unless otherwise specifically requested by the Fund, the Intermediaries shall
only be required to
----------
* According to the IRS' website, the ITIN refers to the Individual Taxpayer
Identification number, which is a nine-digit number that always begins with
the number 9 and has a 7 or 8 in the fourth digit, example 9XX-7X-XXXX. The
IRS issues ITINs to individuals who are required to have a U.S. taxpayer
identification number but who do not have, and are not eligible to obtain a
Social Security Number (SSN) from the Social Security Administration (SSA).
SEC Rule 22c-2 inadvertently refers to the ITIN as the International Taxpayer
Identification Number.
provide information relating to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions.
(A) INFORMATION REQUEST. Requests must set forth a specific period, not to
exceed 90 days from the date of the request, for which transaction
information is sought. The Fund 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.
(B) FORM AND TIMING OF RESPONSE. (a) Intermediaries agree to provide,
promptly upon request of the Fund or its designee, the requested
information specified in Paragraph 1. If requested by the Fund or its
designee, Intermediaries agree to use best efforts to determine
promptly whether any specific person about whom it has received the
identification and transaction information specified in Paragraph 1 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
Paragraph 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. Intermediaries additionally agree to inform the
Fund whether it plans to perform (i) or (ii).
Responses required by this paragraph must be communicated in writing
and in a format mutually agreed upon by the Fund or its designee and
the Intermediaries. To the extent practicable, the format for any
transaction information provided to the Fund should be consistent with
the NSCC Standardized Data Reporting Format.
(C) LIMITATIONS ON USE OF INFORMATION. The 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.
2. AGREEMENT TO RESTRICT TRADING. Intermediaries agree to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by the Fund as
having engaged in transactions of the Fund's Shares (directly or indirectly
through the Intermediaries' Account) that violate 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. Unless otherwise directed by the Fund,
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 Intermediaries.
(A) 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 now 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.
(B) NOTICE PROVISIONS. Instructions must be received by us at the following
address, or such other address that Intermediaries may communicate to
you in writing from time to time, including, if applicable, an e-mail
and/or facsimile telephone number:
AIG Life Insurance Company
American International Life Assurance Company of New York
0000 Xxxxx Xxxxxxx, XX 00-00
Xxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx, Associate General Counsel
Fax: 000-000-0000
E-Mail: Xxxxxxxx.Xxxxxx@xxxxxx.xxx
AIG Life Insurance Company
American International Life Assurance Company of New York
0000-X Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx XxXxxxxx, Variable Products Accounting
Fax: 000-000-0000
E-Mail: Xxxxxxx.XxXxxxxx@xxxxxx.xxx
(C) TIMING OF RESPONSE. Intermediaries agree to execute instructions as
soon as reasonably practicable, but not later than ten (10) business
days after receipt of the instructions by the Intermediaries.
(D) CONFIRMATION BY INTERMEDIARIES. Intermediaries must provide written
confirmation to the Fund that instructions have been executed.
Intermediaries agree to provide confirmation as soon as reasonably
practicable, but not later than ten business days after the
instructions have been executed.
3. CONSTRUCTION OF THE AGREEMENT; FUND PARTICIPATION AGREEMENTS. The parties
have entered into one or more Fund Participation Agreements between or among
them for the purchase and redemption of shares of the Funds by the Accounts in
connection with the Contracts. This Agreement supplements those Fund
Participation Agreements. To the extent the terms of this Agreement conflict
with the terms of a Fund Participation Agreement, the terms of this Agreement
shall control.
4. TERMINATION. This Agreement will terminate upon the termination of the Fund
Participation Agreements.
5. FORCE MAJEURE. Either Party is 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, acts of war or
terrorism, actions or decrees of governmental bodies, and similar occurrences.
The Party who has been so affected shall, if physically possible, promptly give
written notice to the other Party 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 event or contingency.
6. DEFINITIONS. For purposes of this Agreement:
(A) The term "Fund" does not include any "excepted funds" as defined in SEC
Rule 22c-2(b) under the 0000 Xxx.
(B) 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 the Intermediaries.
(C) The term "Shareholder means the holder of interests in a variable
annuity or variable life insurance contract issued by the
Intermediaries.
(D) The term "Intermediaries" shall mean a "financial intermediary" as
defined in SEC Rule 22c-2.
(E) The term "purchase" does not include the automatic reinvestment of
dividends.
(F) The term "written" includes electronic writings and facsimile
transmissions.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
LINCOLN VARIABLE INSURANCE AIG LIFE INSURANCE COMPANY
PRODUCTS TRUST AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW
YORK
By: By:
----------------------------- ----------------------------
Name: Xxxxx X. Xxxxxxx Name: Xxxx X. Xxxxxx
Title: Second Vice President Title: Executive Vice President
ATTEST
By:
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Counsel, Assistant Secretary
(seal)
