EXHIBIT (h)(23)(a)
Rule 22c-2 Information Sharing and Restricted Trading Agreement
AGREEMENT entered into as of April 16, 2007, or such other compliance date
mandated by Rule 22c-2 of the Investment Company Act of 1940 ("Rule 22c-2"),
whichever shall last occur, by and between JPMorgan Series Trust II ("Fund")
and American General Life Insurance Company, AIG Life Insurance Company The
United States Life Insurance Company in the City of New York and American
International Life Assurance Company of New York ("Intermediary").
This Agreement is an addendum to the Participation Agreement dated October 2,
2000, as amended May 1, 2003 between Fund and American General Life Insurance
Company, the Fund Participation Agreement dated October 27, 1997 between Fund
and AIG Life Insurance Company, the Fund Participation Agreement dated
October 2, 0000 xxxxxxx Xxxx xxx Xxx Xxxxxx Xxxxxx Life Insurance Company in
the City of New York, and the Fund Participation Agreement dated October 2,
2000 between Fund and American International Life Assurance Company of New
York. This Agreement changes the terms of the Participation Agreement only to
the extent specifically so required by this Agreement.
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the contexts:
"Shareholders" shall mean those contract or policy owners of the Intermediary
who maintain an interest in an Account with the Funds. The term not does
include any "excepted funds" as defined in SEC Rule 22c-2(b) under the
Investment Company Act of 1940./1/
"Shares" shall mean the interests of Shareholders corresponding to the
redeemable securities of record issued by the Fund under the Investment Company
Act of 1940 that are held by the Intermediary.
"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) one-time step-up in contract value pursuant to a contract death benefit;
(iv) 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
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/1/ As defined in SEC Rule 22c-2(b), term "excepted fund" means any: (1) money
market fund; (2) fund that issues securities that are listed on a national
exchange; and (3) fund that affirmatively permits short-term trading of
its securities, if its prospectus clearly and prominently discloses that
the fund permits short-term trading of its securities and that such
trading may result in additional costs for the fund.
planned premium payments to the contract; or (v) pre-arranged transfers at the
conclusion of a required free look period.
"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.
"Promptly", as used in Section 1.3, unless otherwise defined, shall mean as
soon as practicable as agreed to by the parties at the time of the
Intermediary's receipt of the request for information from the Fund, or its
designee.
"Written" shall include electronic writings and facsimile transmissions.
"Fund" includes JPMorgan Distribution Services, Inc., which is the Fund's
principal underwriter, the Fund's transfer agent and the series of the Fund
listed in the Agreement.
WHEREAS, the Intermediary offers or otherwise makes available the Funds to or
for contract and/or policy owners of Intermediary;
WHEREAS, pursuant to Rule 22c-2, Fund is required to enter into a shareholder
information agreement with every intermediary who holds shares of the Funds in
omnibus accounts and submits orders directly to Fund's transfer agent or to a
registered clearing agency;
WHEREAS, this Agreement sets forth the terms and conditions for information
sharing for the Fund and Intermediary in accordance with Rule 22c-2; and
WHEREAS, this Agreement shall inure to the benefit of and shall be binding upon
the undersigned and each such entity shall be either a Fund or Intermediary for
purposes of this Agreement (the Fund and the Intermediary shall be collectively
referred to herein as the "Parties" and individually as a "Party");
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
Fund and Intermediary hereby agree as follows:
Shareholder Information
1. Agreement to Provide Information. Intermediary agrees to provide the Fund,
upon written request, the taxpayer identification number ("TIN"), or an
equivalent identifying number such as a contract or policy identification
number, of any or all Shareholder(s) of
the Funds, 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 Intermediary with the Fund
during the period covered by the request. Unless otherwise specifically
requested by the Fund, the Intermediary shall only be required to provide
information relating to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions.
Shareholder Information requests must be directed to the Intermediary's
representatives as identified in Appendix A to this Agreement.
Intermediary's anti-market timing policies and procedures and Fund's policies
established for the purpose of eliminating or reducing any dilution of the
value of the outstanding shares of the Funds, are attached to and made a part
of this Agreement. Written information requests must be received via overnight
mail, and any timing requirements will start from the date of Intermediary's
receipt of the request.
1.1 Period Covered by Request. Requests must set forth a specific period to be
examined, not to exceed 180 days from the date of the request, and which period
shall end more than 10 business days preceding Intermediary's receipt of the
written request.
1.2 Timing of Requests. Notwithstanding paragraph 1.1 above, Fund requests for
Shareholder information may be made no more frequently than quarterly. The Fund
may request Shareholder information more frequently than quarterly as the Fund
deems necessary to investigate compliance with policies established by the Fund
for the purpose of eliminating or reducing any market timing and abusive
trading practices. The Fund will not request Shareholder information for time
periods that overlap time periods covered in any earlier requests from the Fund
for Shareholder information.
1.3 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 10 business days after receipt of a
request. If the requested information is not on the Intermediary's books and
records, Intermediary agrees to use its best efforts to promptly provide or
arrange to provide to the Fund the requested information from Shareholders who
hold an account with an indirect intermediary. Responses required by this
paragraph must be communicated in writing and in a format mutually agreed upon
by the Parties. Information regarding transactions that are not
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer
Redemptions will not be provided in Shareholder Information sent to the Fund
Agent; therefore, the Shareholder Information provided for a certain period
will not be equal to the omnibus trades made during that same period.
1.4 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 or to fulfill other regulatory or
legal requirements, 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 Fund to restrict or prohibit further purchases or exchanges
of Shares by a Shareholder that has been identified by Fund as having engaged
in transactions of the Fund's Shares (directly or indirectly through the
Intermediary's Account) that violate policies established or utilized by the
Fund for the purpose of eliminating or reducing any dilution of the value of
the outstanding Shares issued by the Fund. The Fund will only request a
restriction on trading for a Shareholder after that Shareholder has been
identified by the Fund as having potentially engaged in transactions of Fund
Shares (directly or indirectly through the 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 securities issued by the Fund.
Restriction of Trading requests must be directed to the Intermediary's
representatives as identified in Appendix A to this Agreement.
2.1 Form of Instructions for Restriction of Trading. Restriction of trading
instructions must include the TIN or an equivalent identifying number of the
Shareholder(s) or Account(s) or other agreed upon information to which the
instruction relates.
2.2 Timing of Response. Intermediary agrees to execute Fund's instructions as
soon as reasonably practicable, but not later than 10 business days after Fund
Agent's instructions are received by the Intermediary.
2.3 Confirmation by Intermediary. Intermediary agrees to provide confirmation
to Fund that Fund's instructions have been executed. Intermediary agrees to
provide confirmation as soon as reasonably practicable, but not later than
fifteen business days after the instructions have been executed. Intermediary
also agrees to provide notice to Fund within the same amount of time in the
event Intermediary cannot or has not executed such instructions.
2.4 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.
2.5 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 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 all other respects, this Agreement is controlled by the Participation
Agreement between the Parties.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
X.X. XXXXXX SERIES TRUST II
By: Attest:
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Name: Name:
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Title: Title:
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AMERICAN GENERAL LIFE INSURANCE COMPANY
By: Attest:
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Name: Name:
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Title: Title:
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AIG LIFE INSURANCE COMPANY
By: Attest:
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Name: Name:
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Title: Title:
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AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
By: Attest:
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Name: Name:
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Title: Title:
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The United States Life Insurance Company in the City of New York
By: Attest:
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Name: Name:
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Title: Title:
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(Seal)
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
Appendix B
Market Timing Policies of the Intermediary
Market timing. The Policies are not designed for professional market timing
organizations or other entities or individuals using programmed and frequent
transfers involving large amounts. Market timing carries risks with it,
including:
.. dilution in the value of Fund shares underlying investment options of other
Policy owners;
.. interference with the efficient management of the Fund's portfolio; and
.. increased administrative costs.
We have policies and procedures that require us to monitor the Policies to
determine if a Policy owner requests:
.. an exchange out of a variable investment option, other than the money market
investment option, within two calendar weeks of an earlier exchange into
that same variable investment option;
.. an exchange into a variable investment option, other than the money market
investment option, within two calendar weeks of an earlier exchange out of
that same variable investment option; or
.. exchanges into or out of the same variable investment option, other than the
money market investment option, more than twice in any one calendar quarter.
If any of the above transactions occurs, we will suspend such Policy owner's
same day or overnight delivery transfer privileges (including website, e-mail
and facsimile communications) with prior notice to prevent market timing
efforts that could be harmful to other Policy owners or beneficiaries. Such
notice of suspension will take the form of either a letter mailed to your last
known address, or a telephone call from our Administrative Center to inform you
that effective immediately, your same day or overnight delivery transfer
privileges have been suspended. A Policy owner's first violation of this policy
will result in the suspension of Policy transfer privileges for ninety days. A
Policy owner's subsequent violations of this policy will result in the
suspension of Policy transfer privileges for six months. Transfers under dollar
cost averaging, automatic rebalancing or any other automatic transfer
arrangements to which we have agreed are not affected by these procedures.
The procedures above will be followed in all circumstances and we will treat
all Policy owners the same.
In addition, Policy owners incur a $25 charge for each transfer in excess of
12 each Policy year.
Restrictions initiated by the Funds. The Funds have policies and procedures
restricting transfers into the Fund. For this reason or for any other reason
the Fund deems necessary, a Fund may instruct us to reject a Policy owner's
transfer request. Additionally, a Fund may instruct us to restrict all
purchases or transfers by a particular Policy owner, whether into or out of the
Fund. We will follow the Fund's instructions.
Please read the Funds' prospectuses and supplements for information about
restrictions that may be initiated by the Funds.
