EXHIBIT (h)(22)(a)
Variable Annuity Shareholder Information Agreement
(Xxxxxxx Xxxxx Variable Insurance Trust)
VARIABLE ANNUITY SHAREHOLDER INFORMATION AGREEMENT entered into as of April 16,
2007 by and between Xxxxxxx, Sachs & Co. (the "Fund Agent") and American
International Life Assurance Company of New York (the "Intermediary").
As used in this Agreement, the following terms shall have the following
meanings, unless a different meaning is clearly required by the contexts:
The term "Intermediary" shall mean (i) any broker, dealer, bank, or other
entity that holds securities of record issued by a Fund in nominee name;
(ii) in the case of a participant-directed employee benefit plan that owns
securities issued by a Fund (1) a retirement plan administrator under ERISA or
(2) any entity that maintains the plan's participant records; and (iii) an
insurance company separate account.
The terms "Fund," individually, and "Funds," collectively, shall mean the
Xxxxxxx Xxxxx Variable Insurance Trust and each of its separately designated
series, with the exception of any series of the Xxxxxxx Sachs Variable
Insurance Trust that would be deemed an "excepted fund," as such term is
defined in Rule 22c-2(b) under the Investment Company Act of 1940 (the "1940
Act").
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 Intermediary.
The term "Shareholder" means the holder of interests in a variable annuity or
variable life insurance contract issued by the 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) 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 planned premium payments to
the Contract; or (v) 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 and facsimile transmissions.
WHEREAS, the Fund Agent is the Principal Underwriter of the Funds; and
WHEREAS, the Intermediary is a "financial intermediary" within the meaning of
Rule 22c-2 under the 1940 Act, and holds shares of the Funds in connection with
the issuance of variable life insurance and/or variable annuity contracts.
WHEREAS, the Fund Agent and the Intermediary have entered into a participation
or similar agreement pursuant to which such Fund shares are purchases and sold.
NOW, THEREFORE, the Fund Agent and the Intermediary hereby agree as follows:
1. Agreement to Provide Information. The Intermediary agrees to provide the
Fund Agent, 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 Intermediary during the period covered by the
request. Unless otherwise specifically requested by the Fund Agent, the
Intermediary shall only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer
Redemptions.
1.1 Period Covered by Request. Requests must set forth a specific period,
not to exceed 180 days from the date of the request, for which transaction
information is sought. The Fund Agent may request transaction information
older than 180 days from the date of the request as it deems necessary to
investigate compliance with policies established by a Fund for the purpose
of eliminating or reducing any dilution of the value of the outstanding
shares issued by a Fund.
1.1a Timing of Requests. Fund Agent requests for Shareholder information
shall be made no more frequently than quarterly except as the Fund Agent
deems necessary to investigate compliance with policies established by a
Fund for the purpose of eliminating or reducing any dilution of the value of
the outstanding shares issued by a Fund.
1.2 Form and Timing of Response. (a) The Intermediary agrees to provide,
promptly upon request of the Fund Agent or its designee, but in any event no
later than five (5) business days, the requested information specified in
paragraph 1. If requested by the Fund Agent or its designee, the
Intermediary agrees 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
Agent 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 Shares, in nominee name
on behalf of other persons, securities issued by a Fund. The Intermediary
additionally agrees to inform the Fund Agent whether it plans to perform
(i) or (ii).
(b) Responses required by this paragraph must be communicated in writing and
in a format mutually agreed upon by the Fund Agent or its designee and the
Intermediary; and
(c) To the extent practicable, the format for any transaction information
provided to the Fund Agent should be consistent with the NSCC Standardized
Data Reporting Format.
1.3 Limitations on Use of Information. The Fund Agent 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. The Intermediary agrees to execute written
instructions from the Fund Agent to restrict or prohibit further purchases
or exchanges of Shares by a Shareholder that has been identified by the Fund
Agent as having engaged in transactions in a Fund's Shares (directly or
indirectly through the Intermediary's account) that violate policies
established by a Fund for the purpose of eliminating or reducing any
dilution of the value of the outstanding Shares issued by a Fund. Unless
otherwise directed by the Fund Agent, 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 the Intermediary. Instructions must be received by the
Intermediary at the address noted in Appendix A to this agreement.
2.1 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 any specific restriction to be executed,
including how long any restriction is 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.
2.2 Timing of Response. The Intermediary agrees to execute instructions as
soon as reasonably practicable, but not later than five (5) business days
after receipt of the instructions by the Intermediary.
2.3 Confirmation by Intermediary. The Intermediary must provide written
confirmation to the Fund Agent that instructions have been executed. The
Intermediary agrees to provide confirmation as soon as reasonably
practicable, but not later than ten (10) business days after the
instructions have been executed.
3. Applicability to Affiliates. The Intermediary acknowledges and agrees that
the Intermediary has identified and/or will identify to the Fund Agent all
persons affiliated with the Intermediary and known to the Intermediary who
meet the definition of "Intermediary" as set forth in Section 4 of this
Agreement. In the event that any such person is not so identified, such
persson shall be deemed to be subject to the terms and conditions of this
Agreement until such person has entered into a separate agreement with the
Fund Agent.
4. Construction of the Agreement; Fund Participation Agreements. The parties
have entered into one or more Fund Participation or similar Agreements
between or among them for the purchase and redemption of Shares 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 or similar Agreement, the
terms of this Agreement shall control. Termination of this Agreement by
either party shall not automatically result in a termination of such Fund
Participation or similar Agreement.
5. Amendments. The Fund Agent may unilaterally modify this Agreement at any
time by written notice to the Intermediary to comport with the requirements
of applicable laws and regulations, and any interpretation thereof by the
Securities and Exchange Commission or its staff. The first order for a
transaction in the Shares placed by the Intermediary subsequent to the
giving of such notice shall be deemed acceptance by the Intermediary of the
modification described in such notice.
7. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
principles of conflicts of laws.
8. Assignment. Neither party may assign the Agreement, or any of the rights,
obligations, or liabilities under the Agreement, without the written consent
of the other party.
9. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but both of which shall together
constitute one and the same instrument.
10.Third-Party Beneficiaries. As required by Rule 22c-2, the Fund Agent is
entering into this Agreement on behalf of the Funds. The Funds shall have
the right to enforce all terms and provisions of this Agreement against any
and all parties hereto and or otherwise involved in the activities
contemplated herein.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date first above written.
Xxxxxxx, Xxxxx & Co.
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By:
Title:
American International Life Assurance Company of New York
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By:
Title:
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Attest:
Title:
(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
