EXHIBIT (h)(18)(a)
SHAREHOLDER INFORMATION AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into as of April 16,
2007, or such other compliance date mandated by Rule 22c-2 under the Investment
Company Act of 1940 ("Rule 22c-2"), whichever is later, by and between AMERICAN
CENTURY INVESTMENT SERVICES, INC. ("ACIS"), and the party signing below
("Intermediary") with an effective date of April 16, 2007.
WHEREAS, Intermediary offers or otherwise makes available American Century
mutual funds (the "Funds") to or for clients of Intermediary; and
WHEREAS, pursuant to Rule 22c-2, ACIS is required to enter into a
shareholder information agreement with every intermediary who holds shares of
the Funds in omnibus accounts or non-fully disclosed shareholder accounts and
submits orders directly to the Funds' transfer agent or to a registered
clearing agency; and
WHEREAS, this Agreement sets forth the terms and conditions for information
sharing for the Funds in accordance with Rule 22c-2.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
set forth below, the parties hereto agree as follows:
1. Agreement to Provide Shareholder Information. Intermediary agrees to
provide a requesting Fund, upon written request, the taxpayer identification
number ("TIN"), the Individual/International Taxpayer Identification Number
("ITIN"), or other government-issued identifier ("GII"), if known, of any or
all Shareholder(s) of the account and the amount, date, name or other
identifier of any investment professional(s) associated with the Shareholder(s)
or account (if known), 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.
(a) Period Covered by Request. Requests must set forth a specific period,
generally 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 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, but shall not make a request for any
information older than 12 months from the date of the request. Information
regarding transactions resulting from dollar cost averaging programs,
automatic rebalancing programs, periodic deduction of fees, and redemptions
pursuant to a systematic withdrawal plan will not be provided in Shareholder
Information initially sent to ACIS; therefore, the Shareholder Information
provided for a certain period may not be equal to the omnibus trades made
during that same period. Such information may be requested specifically by
ACIS and will be provided upon such request.
(b) Form and Timing of Response. Intermediary agrees to transmit the
requested information that is on its books and records to the Fund or its
designee promptly, but in any event not later than ten (10) business days,
after receipt of a
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request. If the requested information is not on Intermediary's books and
records, Intermediary agrees to: (i) provide or arrange to provide to the
Fund requested information from shareholders who hold an account with an
indirect intermediary; or (ii) if directed by the Fund, block further
purchases of Fund Shares from such indirect intermediary. In such instance,
Intermediary agrees 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 parties. To the extent
practicable, the format for any transaction information provided to the Fund
should be consistent with the NSCC Standardized Data Reporting Format. For
purposes of this provision, an "indirect intermediary" has the same meaning
as in Rule 22c-2.
(c) Limitations on Use of Information. The Fund agrees not to use the
Shareholder Information received for any purpose (i) other than as necessary
to comply with the provisions of Rule 22c-2, nor (ii) for any purpose not
permitted under the privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx
Act and comparable state laws, including, but not limited to marketing or
any other similar purpose without the prior written consent of Intermediary.
2. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from the Fund to restrict or prohibit further purchases or
exchanges of Shares or take such other action as requested by the Fund for a
Shareholder that has been identified by the Fund as having engaged in
transactions of the Fund's Shares (directly or indirectly through
Intermediary's 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.
(a) Form of Instructions. Instructions must include the TIN, ITIN, or
GII, if known, and the specific restriction(s) to be executed. If the TIN,
ITIN, or GII 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.
(b) Timing of Response. Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than ten (10) business days
after receipt of the instructions by Intermediary.
(c) Confirmation by Intermediary. Intermediary must provide written
confirmation to the Fund that instructions have been executed. Intermediary
agrees to provide confirmation as soon as reasonably practicable, but not
later than fifteen (15) business days after the instructions have been
executed.
3. Identification of Financial Intermediaries. Intermediary agrees to
(i) maintain, and provide to the Fund upon request, a complete and current
list of all intermediaries that submit trades to the Fund through the
Intermediary for which the Intermediary is not authorized to execute this
Shareholder Information Agreement on their behalf; (ii) not to purchase any
securities from the Fund on behalf of an intermediary that does not, at the
time of the purchase, have a valid Shareholder Information Agreement in
effect with the Fund either directly or through the Intermediary; and
(iii) to inform the Fund in the event an intermediary that had previously
authorized the Intermediary to act on its behalf for purposes of this
Shareholder Information Agreement revokes such authorization. Such
notification shall be provided to the Fund no later
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than 10 days after the Intermediary first receives notice of the revocation.
4. Definitions. For purposes of this Agreement:
(a) The term "Fund" includes each fund's principal underwriter (ACIS) and
transfer agent (American Century Services Corporation). The term does not
include any "excepted funds" as defined in SEC Rule 22c-2(b).
(b) The term "Shares" means the interests of Shareholders corresponding
to the redeemable securities of record issued by a Fund under the Investment
Company Act of 1940 that are held by Intermediary.
(c) The term "Shareholder" means (i) for all Intermediaries other than
retirement plan recordkeepers or insurance companies, the beneficial owner
of Shares, whether the Shares are held directly or by Intermediary in
nominee name; (ii) for all Intermediaries that are retirement plan
recordkeepers, the Plan participant, notwithstanding that the Plan may be
deemed to be the beneficiary owner of Shares; and (iii) for all
Intermediaries that are insurance companies, the holder of interests in a
variable annuity or variable life insurance contract issued by Intermediary.
(d) The term "written" includes electronic writings and facsimile
transmissions.
4. Termination. This Agreement may be terminated by either party on sixty
(60) days' written notice. Upon termination of this Agreement, any other
agreement between Intermediary and ACIS or any affiliate of ACIS will terminate
automatically, and Intermediary will no longer be permitted to offer or
otherwise make available the Funds; provided, however, that if Rule 22c-2 is
amended or rescinded such that ACIS is no longer required to have such
agreements in place, such other agreements will not automatically terminate.
5. Counterparts and Delivery. This Agreement may be executed in two or more
counterparts, each of which shall be an original and all of which together
shall constitute one instrument. A signed copy of this Agreement delivered by
facsimile or by emailing a copy in .pdf form shall be treated as an original
and shall bind both parties just as would the exchange of originally signed
copies.
6. 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.
7. Best Efforts and Good Faith. Both parties mutually agree to act in good
faith, utilizing their best efforts to timely and effectively execute the
shareholder information sharing provisions of Rule 22c-2. Good faith and best
efforts means attempting to process all relevant requests in a timely manner,
or in the event such requests cannot be met within the time provisions of this
Agreement, to make best efforts to fulfill such requests as soon as reasonably
practicable. Also, if Intermediary is aware of a possible delay
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in the fulfillment of a request, Intermediary will provide notice of the
impending delay as soon as possible after the impending delay is discovered.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
latest date set forth below.
AMERICAN CENTURY INVESTMENT AMERICAN INTERNATIONAL LIFE
SERVICES, INC. ASSURANCE COMPANY OF NEW YORK
Intermediary
By: __________________________ By: __________________________
Name: __________________________ Name: __________________________
Title: __________________________ Title: __________________________
Date: __________________________ Date: __________________________
Attest: __________________________
Name: __________________________
Title: __________________________
(Seal)
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Appendix A
Representatives of the Intermediary
Requests for Shareholder Information or Trading Restrictions must be directed
to:
Xxxxxxxx Xxxxxx
Senior Counsel
AIG American General
0000 Xxxxx Xxxxxxx, X00-00
Xxxxxxx, XX 00000
(000) 000-0000
and to:
Xxxxxxx XxXxxxxx
Variable Products Accounting
AIG American General
0000-X Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
(000) 000-0000
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