Exhibit 99.b(h)
BUSINESS AGREEMENT
THIS BUSINESS AGREEMENT made as of the _____ day of February, 2002 by
and among AIG LIFE INSURANCE COMPANY, a Delaware corporation (the "Company"), on
its own behalf and on behalf of each segregated asset account of the Company
identified in Schedule A hereto (each, an "Account" and collectively, the
"Accounts"), American Funds Distributors, Inc., (the "Underwriter") a California
corporation and American Funds Service Company, a California corporation (the
"Transfer Agent").
W I T N E S S E T H:
WHEREAS, the Company issues certain group variable contracts
("Contracts") in connection with retirement plans intended to meet the
qualification requirements of Sections 401, 403(b), 408 or 457 of the Internal
Revenue Code of 1986, as amended (the "Code"); and
WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase Class A shares of the investment
companies identified in Schedule B hereto (each a "Fund" and collectively, the
"Funds") on behalf of each corresponding Account set forth on Schedule A to fund
the Contracts, and the Underwriter is authorized to sell such shares to unit
investment trusts such as the Accounts at net asset value; and
Whereas, the Transfer Agent will establish an account or accounts on
its mutual fund shareholder accounting system to reflect the Accounts' ownership
of shares of the Funds and all transactions by the Accounts involving such
shares;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto, intending to be legally bound, hereby agree and
declare as follows:
1. Establishment of Accounts; Availability of Funds. The Company
represents that it has established under Delaware law the Accounts identified in
Schedule A hereto. Each of the Accounts is, as of the date of this Agreement,
registered as a unit investment trust in accordance with the provisions of the
Investment Company Act of 1940, as amended, to serve as a segregated asset
account for the Contracts. The Contracts provide for the allocation of net
amounts received by the Company to each Account for investment in shares of the
appropriate Funds as selected among those investments available through the
Contracts to act as underlying investment media.
2. Marketing and Promotion. The Company agrees to make every reasonable
effort to market its Contracts. It will use its best efforts to give equal
emphasis and promotion to the Funds as is given to other underlying investments
available through the Contracts. In marketing and administering its Contracts,
the Company will comply with all applicable state and federal laws.
3. Sale of Fund Shares.
(a) Appointment of Company as Agent. Subject to and in
accordance with the terms and procedures hereof, the Company is hereby appointed
as the agent of the Transfer Agent, and the Company hereby accepts such
appointment, for the limited purpose of treating instructions received by the
Company from Contract owners as to the allocation of Contract purchase payments,
Contract transfers and Contract surrenders (to the extent such instructions
would result in the purchase or redemption of Fund shares by the Company)
("Instructions") as receipt by the Transfer Agent of purchase and redemption
orders for shares of each Fund. Notwithstanding the Company's appointment
hereunder as the agent of the Transfer Agent for the sole purpose of receiving
Instructions for the purchase and redemption by the Company and its Accounts of
Fund shares, the Company shall not be, nor hold itself out to the public or
engage in any activity as, an agent for the Transfer Agent in respect of or in
connection with the distribution or marketing of shares of the Funds.
It is acknowledged and agreed by the parties that the
availability of shares of any Fund shall be subject to such Fund's then current
prospectus and Statement of Additional Information, federal and state securities
laws and applicable rules and regulations of the Securities and Exchange
Commission (the "SEC") and the National Association of Securities Dealers, Inc.
(the "NASD").
(b) Receipt of Instructions by Company. In the case of any
orders resulting from Instructions received by the Company on any day on which
the New York Stock Exchange is open for trading (a "Business Day") prior to the
time the net asset value of shares of each Fund is determined (the close of
trading on the New York Stock Exchange, generally 4:00 p.m. Eastern Time) (the
"Market Close"), such orders shall be accorded a trade date on the Transfer
Agent's accounting system that is the date of receipt of the Instructions by the
Company, except as set forth in Section 3(e) below. Any purchase or redemption
order resulting from Instructions received by the Company on any Business Day
after the Market Close shall be accorded a trade date on the Transfer Agent's
accounting system that is the next Business Day.
(c) Issuance of Fund Shares. Issuance and transfer of shares of
each Fund shall be by book entry only. Stock certificates will not be issued to
the Company or any Account. Shares purchased from each Fund will be recorded on
the Transfer Agent's accounting system in the appropriate Account or subaccount
thereof based upon information provided to the Transfer Agent by the Company.
(d) Transmission of Orders by Company. Based on the Instructions
received by the Company on each Business Day, the Company shall transmit to the
Transfer Agent by 9:00 a.m. Eastern Time on the following Business Day, a fax
transmission containing the net purchase or redemption order, in dollars, by
each Account of the Company (or in the aggregate for all Accounts, if that has
been agreed to in advance by the parties) for shares of each Fund for the
preceding Business Day. Each transmission by the Company of a net purchase or
redemption order shall constitute a representation by the Company that such net
order was based solely on Instructions from Contract owners received by the
Company prior to the Market Close on the previous Business Day, and that such
net order included all Instructions so received by the
Company. The Company shall maintain records sufficient to identify the date and
time of receipt of all Instructions involving the Fund and shall make such
records available upon request for examination by the Underwriter, the Transfer
Agent or their designated representative(s) or, at the request of the
Underwriter or the Transfer Agent, by appropriate governmental authorities.
(e) Extraordinary Events. The Company is not authorized to
accept as the Fund's agent any purchase or redemption of shares where such order
is the result of an "Extraordinary Event" of which the Company is aware, unless
the Company has notified the Fund of such order, by calling the Company's
assigned Contact Person, as soon as practicable following the Company becoming
aware of the Extraordinary Event and in no event later than 1:00 p.m. Eastern
Time on the trade date. For these purposes, an "Extraordinary Event" shall mean
an event outside the normal operation of an Account such as an entire Account
moving into or out of the Company's account with the Fund, or an asset transfer,
merger, acquisition or divestiture. In accordance with the prospectus of each
Fund, the Transfer Agent reserves the right to refuse any purchase order, or to
delay settlement of any redemption order which the Transfer Agent, in its sole
discretion, deems disruptive or detrimental to the applicable Fund.
(f) Wiring of Funds. In the case of a net purchase order, the
Company shall remit to the Transfer Agent the exact amount of requisite funds to
cover such order by Federal Fund wire by 4:00 p.m. Eastern Time on the Business
Day on which the transmission containing the net purchase order is transmitted
to the Transfer Agent or, if such day is not a Business Day, on the next
Business Day (the "Settlement Date"). If the Company becomes aware that the
Transfer Agent may not receive, prior to the Market Close on the Settlement
Date, a wire transfer relating to a net purchase order, the Company shall
promptly inform the Transfer Agent of the facts and circumstances thereof and
shall cooperate with the Transfer Agent with the goal of the Transfer Agent
receiving such purchase proceeds as soon as reasonably possible. Notwithstanding
the immediately preceding sentence, if a wire transfer relating to an aggregate
purchase order is not received by the Transfer Agent prior to Market Close on
the appropriate Settlement Date, the Transfer Agent reserves the right to:
redeem the shares for which payment has not been received on any Business Day
subsequent to the appropriate Settlement Date if (A) the Transfer Agent has
further notified the Company by no later than 12:00 noon Eastern Time on the
Business Day following the Settlement Date that the Transfer Agent still has not
received the delayed wire transfer relating to the net purchase order and (B)
the Transfer Agent still has not received the delayed wire by one hour prior to
Market Close on such subsequent Business Day.
In the case of a net redemption order, the Transfer Agent shall
initiate instructions with sufficient time to enable the sending bank to remit
to the Company the exact amount of requisite funds to cover such order by
Federal Fund wire sent by the Transfer Agent by 4:00 p.m. Eastern Time on the
Business Day that the transmission containing the net redemption order is
received by the Transfer Agent or, if such day is not a Business Day, on the
next Business Day; provided, however, that in the event that the Company's
account in a Fund is redeemed in full such that it will have a zero balance on
such Business Day, the Transfer Agent reserves the right to wire, or to cause to
be wired, the redemption proceeds within the time frame set forth in the
applicable Fund prospectus. If the Transfer Agent becomes aware that the Company
may not receive the wire transfer relating to a net redemption order by 4:00
p.m. Eastern Time on the appropriate date, the Transfer Agent shall promptly
inform the Company of the facts and circumstances thereof
and shall cooperate with the Company with the goal of the Company receiving such
proceeds as soon as reasonably possible.
(g) Transmission by the Transfer Agent of Share Price and
Distribution Information. The Transfer Agent shall use its best efforts to
transmit to the Company by 6:30 p.m. Eastern Time on each Business Day a file
identifying the net asset value per share (or "share price") of the Funds as of
the Market Close on that Business Day. The Transfer Agent shall also transmit to
the Company by 6:30 p.m. Eastern Time on the first Business Day following each
record date established for the payment of dividend or capital gains
distributions by a Fund a file containing the dividend or capital gains
distribution rate for such payment. The Company elects to receive income,
dividend and capital gain distributions in additional shares of the Funds and it
reserves the right to revoke this election and receive all such distributions in
cash. The Company shall not be entitled to rely on any source of share price or
distribution information other than such transmission by the Transfer Agent.
(h) Confirmations. The Transfer Agent shall transmit to the
Company by 8:30 a.m. Eastern Time on each Business Day a confirmation of any net
purchase or redemption orders for shares of a Fund with a trade date of the
second preceding Business Day. However, on any Business Day that is the first
Business Day of the month, the Transfer Agent shall transmit such confirmation
by 11:00 a.m. Eastern Time.
(i) Processing Adjustments. Each business day the Company and
the Transfer Agent will reconcile their records so that an appropriate number of
shares of each Fund is credited to the Accounts invested in the Fund.
(i) In the event of any error (other than a Pricing
Error, as hereinafter defined) or delay with
respect to the procedures outlined in this Section
3 which is caused by the Transfer Agent, the
Transfer Agent shall make any adjustments on its
accounting system necessary to correct such error
or delay and shall reimburse the Accounts for any
material losses incurred directly as a result of
the error or delay.
(ii) In the event of any error or delay with respect to
the procedures outlined in this Section 3 which is
caused by the Company, the Company shall adjust
its records accordingly in order to correct such
error or delay. The Company will notify the
Transfer Agent of the error and required
correction and shall reimburse the Transfer Agent
for any material losses incurred as a result of
the error or delay. In the event of an error or
delay caused by the Company, the Transfer Agent
will process any adjustment with the trade date of
the day such error or delay is identified by the
Company to the Transfer Agent.
(iii) The Company and Transfer Agent, respectively, each
agree to provide the other prompt notice of any
errors or delays of the type referred to in this
Section 3and to use reasonable efforts to take
such action as may be appropriate to avoid or
mitigate any such costs or losses.
(j) Pricing Errors. In the event of an error in the computation
of a Fund's net asset value per share which, in accordance with procedures
adopted by each Fund's Board of Directors consistent with views expressed by the
staff of the SEC regarding appropriate error correction standards, as shall be
in effect or amended from time to time, requires adjustment to transactions
previously effected on behalf of an Account (a "Pricing Error"), the Transfer
Agent shall notify the Company as soon as possible after discovery of the
Pricing Error. Such notification may be oral, but shall be confirmed promptly in
writing. In such event, the Transfer Agent shall reimburse the affected Fund for
any material loss and shall make appropriate adjustments to the Company's
accounts, which adjustments shall net the impact of individual Contract gains
and losses; this will result in either a net payment to the Account from the
Fund (in the event of net Contract losses) or from the Account to the Fund (in
the event of net Contract gains), but only to the extent the Company is able to
and does subtract such gains from the Contract's Account Values.
4. Expenses.
(a) Except as otherwise provided in this Agreement, all expenses
incident to the performance by the Transfer Agent under this Agreement shall be
paid by each Fund, including the cost of registration of such Fund's shares with
the SEC and in states where required. All expenses incident to the performance
by the Company under this Agreement shall be paid by the Company.
(b) The Underwriter or the Transfer Agent shall provide the
Company, upon request, with sufficient copies of each Fund's proxy material,
periodic reports to shareholders, prospectuses and other materials that are
required by law to be sent to Fund shareholders. In addition, the Underwriter or
the Transfer Agent shall provide the Company, upon request, with a sufficient
quantity of each Fund's prospectuses to be used in connection with the Company's
offerings and the transactions contemplated by this Agreement. The cost of
preparing and printing such materials shall be paid by the Funds, and the cost
of distributing such materials shall be paid by the Company; provided, however,
that if at any time the Underwriter or Transfer Agent reasonably deems the usage
of such items to be excessive, the Underwriter or the Transfer Agent may request
that the Company pay the cost of printing (including press time and paper) of
any additional copies of such materials requested by the Company.
5. Company Use of Names. The Company agrees and acknowledges that each
Fund, the Underwriter and the Transfer Agent is the sole owner of its name and
marks, and that any and all use of any designation comprised in whole or in part
of the use of those names and marks under this Agreement shall inure to the
benefit of the Fund, the Underwriter and the Transfer Agent, as applicable. The
use by the Company of those names and marks in any
advertisement or sales literature or other promotional materials shall occur
only with the prior consent of the Underwriter or Transfer Agent on behalf of
the Funds. Except to the extent required by law, the Company shall not, without
the prior consent of the Underwriter or Transfer Agent, make written
representations regarding a Fund, the Underwriter, the Transfer Agent or any of
their affiliates, except those contained in the then current prospectus and in
the then current sales literature for the Funds.
6. Administration of Accounts. Administrative services to purchasers of
Contracts, including, without limitation, all recordkeeping, shall be the
responsibility of the Company and shall not be the responsibility of the
Transfer Agent. The Transfer Agent shall recognize the appropriate Account as
the sole shareholder of each of the respective Fund shares issued to such
Account under this Agreement.
7. Representations and Warranties. The Underwriter, the Transfer Agent
and the Company, respectively, each represents that it has obtained and shall
maintain all authorizations, licenses, qualifications or registrations of any
governmental body required of it in connection with this Agreement and that such
registrations are and will remain in full force and effect during the term of
this Agreement, and that it will promptly notify the other party in the event
that it is unable to perform any of its obligations under this Agreement.
(a) The Company further represents and warrants that:
(i) it has full power and authority to enter into and
perform this Agreement;
(ii) (A) its internal control systems for the processing
and transmission of orders for the purchase and redemption of
Fund shares are designed to monitor, regulate and exclude
orders received after the Market Close on each Business Day
from being aggregated and communicated to the Transfer Agent
or its designee with orders received before Market Close on
such Business Day (consistent with the requirements of Section
22(c) of the Investment Company Act of 1940 and Rule 22c-1
thereunder and the registration statements of each Fund); and
(B) its internal control systems shall implement commercially
reasonable efforts, in accordance with general industry
standards, to assure that such processing of transactions
occurs without error or omission, and does not result in late
transmission of orders to the Transfer Agent;
(iii) it is not required to be registered as
broker-dealer under any applicable federal securities laws as
a result of entering into and performing the services set
forth in this Agreement; and
(iv) all purchases and redemptions of Fund shares
contemplated by this Agreement shall be effected in accordance
with each Fund's then current prospectus.
(b) The Transfer Agent and the Underwriter further represent
and warrant that:
(i) each Fund is an open-end investment company
registered under the Investment Company Act of 1940, as
amended; and
(ii) a registration statement under the Securities Act
of 1933, as amended, is current and appropriate state
securities law filings have been made and will continue to be
made with respect to all shares of the Funds being offered for
sale.
8. Termination. This Agreement shall terminate as to the issuance of new
Contracts:
(a) at the option of either the Company, the Underwriter or the
Transfer Agent upon three months' advance written notice to the other, or any
mutually agreed upon time period;
(b) at the option of the Company if shares of the Funds are not
available for any reason to meet the requirements of the Contracts as determined
by the Company, provided that reasonable advance notice of election to terminate
shall be furnished by the Company;
(c) at the option of either the Company, the Underwriter or the
Transfer Agent upon institution of formal proceedings against the Company, the
Underwriter or the Transfer Agent by the NASD, NASD Regulation, Inc. ("NASDR"),
the SEC, the insurance commission of any state or any other regulatory body
regarding the duties of the Company, the Underwriter or the Transfer Agent under
this Agreement or related to the sale of the Contracts, the administration of
the Contracts, the operation of the Accounts, or the purchase of Fund shares,
which in the judgment of the Company, the Underwriter or the Transfer Agent are
reasonably likely to have a material adverse effect on the ability of the
Company, the Underwriter or the Transfer Agent to perform their obligations
under this Agreement; or
(d) upon assignment of this Agreement unless made with the
written consent of the other parties hereto; or
(e) if Fund shares are not registered, issued or sold in
compliance with federal law or such law precludes the use of Fund shares as the
underlying investment medium of Contracts issued or to be issued by the Company,
provided that prompt notice shall be given by any of the parties should such
situation occur.
9. Continuation of Agreement. In the event of termination of this
Agreement as a result of any cause listed in paragraph 8 of this Agreement, the
Underwriter will no longer be obligated to furnish Fund shares to Contracts then
in force for which Fund shares serve or may serve as the underlying investment
medium, including in the event that such further sale of Fund shares is
proscribed by law or the SEC or other regulatory body. Termination as a result
of any cause listed in paragraph 8 of this Agreement shall not affect the
ability of the Contracts then in force to continue to hold Fund shares they held
at the time of termination.
10. Advertising Materials; Filed Documents.
(a) All advertising and literature with respect to the Funds
prepared by the Company or its agents for use in marketing the Contracts will be
submitted to the Underwriter for review and acceptance in the Underwriter's sole
discretion before such material is first used.
(b) The Underwriter will provide to the Company at least one
complete copy of all registration statements, prospectuses, statements of
additional information, annual and semi-annual reports, proxy statements and all
amendments or supplements to any of the above that relate to the Funds promptly
after the filing of such documents with the SEC or other regulatory authorities.
11. Proxy Voting. The Company, as the sole shareholder of Fund shares
issued under this Agreement, shall vote such shares in accordance with
instructions received from persons having a voting interest in the Funds. If and
to the extent required by law, the Company shall distribute all proxy material
furnished by the Funds to Contract owners to whom voting privileges are required
to be extended and shall:
(a) solicit voting instructions from Contract owners;
(b) vote Fund shares held in the Account in accordance with
instructions received from Contract owners; and
(c) vote Fund shares held in the Account for which no timely
instructions have been received, in the same proportion as Fund
shares for which instructions have been received from the
Company's Contract owners.
12. Diversification. The Underwriter represents that each Fund has
elected to be qualified as a Regulated Investment Company under Subchapter M of
the Code, and will maintain such qualification (under Subchapter M or any
successor or similar provision). Without limiting the scope of the foregoing,
the Underwriter represents and warrants that each Fund will, at a minimum, meet
the diversification requirements of Section 5(b)(1) of the Investment Company
Act of 1940 ("Act"), relating to the diversification requirements for open-end
management companies, and any amendments or other modifications to such Section,
as if those requirements applied directly to each Fund.
13. Indemnification.
(a) The Company agrees to indemnify and hold harmless each Fund,
the Underwriter, the Transfer Agent and each of their respective directors,
officers, employees, agents and each person, if any, who controls the Funds
within the meaning of the Act against any losses, claims, damages or liabilities
to which the Fund or any such director, officer, employee, agent or controlling
person may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) any untrue statement of any material fact contained in the
current registration statement, prospectus or sales literature of the Company or
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (ii)
the Company's lack of good faith, gross negligence or willful misconduct in
carrying out its duties and responsibilities under this Agreement or (iii) any
breach by the Company of any representation, warranty or covenant made in this
Agreement. The Company will reimburse any legal or other expenses reasonably
incurred by the Funds, the Underwriter, the Transfer Agent or any such director,
officer, employee, agent, investment adviser or controlling person in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or omission or alleged omission made in such
registration statements, prospectuses or sales literature in conformity with
then current written materials furnished to the Company by the Underwriter
specifically for use therein. This indemnity agreement will be in addition to
any liability which the Company may otherwise have.
(b) The Underwriter and the Transfer Agent agree to indemnify
and hold harmless the Company and each of its directors, officers, employees,
agents and each person, if any, who controls the Company within the meaning of
the Act against any losses, claims, damages or liabilities to which the Company
or any such director, officer, employee, agent or controlling person may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement of any material fact contained in the current registration
statement, prospectus or sales literature of the Funds or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) the
Underwriter's or the Transfer Agent's lack of good faith, gross negligence or
willful misconduct in carrying out their duties and responsibilities under this
Agreement or (iii) any breach by the Underwriter or Transfer Agent of any
representation, warranty or covenant made in this Agreement. The Underwriter or
the Transfer Agent will reimburse any legal or other expenses reasonably
incurred by the Company or any such director, officer, employee, agent,
investment adviser or controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that neither the Underwriter nor the Transfer Agent will be liable in any such
case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or omission or alleged omission made in
such registration statements, prospectuses or sales literature in conformity
with then current written materials furnished to the Underwriter or the Transfer
Agent by the Company specifically for use therein. This indemnity agreement will
be in addition to any liability, which the Underwriter and the Transfer Agent
may otherwise have.
(c) Promptly after receipt by an indemnified party hereunder of
notice of the commencement of an action, such indemnified party will, if a claim
in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party of the commencement thereof; but the omission to
so notify the indemnifying party will not relieve it form any liability which it
may have to any indemnified party otherwise than under this Section 13. In case
any such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish to, assume
the defense thereof, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party of
its election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 13 for any legal or other
expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
14. Miscellaneous.
(a) Amendment and Waiver. Neither this Agreement, nor any
provision hereof, may be amended, waived, discharged or terminated orally, but
only by an instrument in writing signed by all parties hereto.
(b) Notices. All notices and other communications hereunder
shall be given or made in writing and shall be delivered personally, or sent by
fax, telex, telecopier or registered or certified mail, postage prepaid, return
receipt requested, to the party or parties to whom they are directed at the
following addresses, or at such other addresses as may be designated by notice
from such party to all other parties:
To the Company:
AIG Life Insurance Company
Pensions Department
00 Xxxx Xxxxxx/00xx Xxxxx
Xxx Xxxx, XX 00000
Attention Xxxxxx Xxxxxxxxx
To the Underwriter:
American Funds Distributors, Inc.
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Secretary
Facsimile: 000-000-0000
To the Transfer Agent:
American Funds Service Company
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxxx, Secretary
Facsimile: 000-000-0000
Any notice, demand or other communication given in a manner prescribed in this
subsection (b) shall be deemed to have been delivered on receipt.
(b) Successors and Assigns. This Agreement shall be binding upon
and insure to the benefit of the parties hereto and their respective permitted
successors and assigns.
(c) Back-up Files. The Company shall maintain back-up files
stored in an appropriate location at no cost to the Transfer Agent or the Funds.
The purpose of backup and recovery procedures is to permit file recovery in the
event of disruption of normal processing.
(d) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the principles of conflicts of law thereof.
(e) Compliance with Applicable Laws. The Company, the
Underwriter and the Transfer Agent will conduct each of the activities pursuant
to this Agreement in compliance with all applicable laws, rules and regulations,
including, but not limited to, the securities laws governing the sale of mutual
fund shares.
(f) Anti-Money Laundering Policies. To the extent legally
required, the Company, the Underwriter and the Transfer Agent agree to comply
with all money laundering rules, regulations and government guidance, including
but not limited to, cash and suspicious activity reporting and recordkeeping
requirements, as well as creation and implementation of policies, procedures and
internal controls in order to ensure compliance.
(g) Authorized Persons. For purposes of this Agreement, the
Company will designate "Authorized Persons" entitled to act on its behalf in
connection with this Agreement. "Authorized Person" will mean any officer or
employee of the Company properly designated by the Company.
(h) Confidentiality. Subject to the requirements of legal
process and regulatory authority, each party hereto shall treat as confidential
the names and addresses of the owners of the Contracts and all information
reasonably identified as confidential in writing by any other party hereto and,
except as permitted by this Agreement, shall not (unless it has obtained the
express written consent of the affected party) disclose, disseminate or utilize
such names and addresses and other confidential information, except as may be
required in order to fulfill its obligations under this Agreement, until such
time as it may come into the public domain, except to the extent that such names
and addresses were rightfully in a party's possession free of any obligation of
confidentiality at or subsequent to the time such names and addresses were
communicated to such party by the other party.
(i) Counterparts. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Agreement by signing any such counterpart.
(j) Severability. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.
(k) Entire Agreement. This Agreement constitutes the entire
agreement and understanding between the parties hereto with regard to the
Company's utilizing the Funds.
(l) Survival. Paragraph 13 of this Agreement shall survive any
termination of this Agreement.
identified herein in the Contracts and supersedes all prior agreements and
understandings relating to the subject matter hereof.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by
their duly authorized officers as of the day and year first above written.
AIG LIFE INSURANCE COMPANY
By:___________________________________
Its:__________________________________
AMERICAN FUNDS DISTRIBUTORS, INC.
By:___________________________________
Its:__________________________________
AMERICAN FUNDS SERVICE COMPANY
By:___________________________________
Its:__________________________________
SCHEDULE A
THE ACCOUNTS
Variable Account I of AIG Life Insurance Company
SCHEDULE B
THE FUNDS
AMCAP Fund,(R)Inc.
The Bond Fund of America,(SM) Inc.
Capital World Growth and Income Fund,(SM) Inc.
EuroPacific Growth Fund(R)
The Investment Company of America(R)
The New Economy Fund(R)
SMALLCAP World Fund,(R) Inc.
Washington Mutual Investors Fund, Inc.(SM)
