EXHIBIT (8)(c)
RULE 22C-2 AGREEMENT
THIS AGREEMENT is made effective as of April 16, 2007 by Delaware
Service Company, Inc. ("DSC") and AIG Life Insurance Company and American
International Life Assurance Company of New York ("Intermediary"):
WHEREAS, DSC serves as transfer agent for the Delaware Funds group of
mutual funds (the "Funds");
WHEREAS, Intermediary submits trades on behalf of indirect
intermediaries or others that maintain on the books of DSC one or more omnibus
accounts that hold shares of the Funds on behalf of its customers that are
invested in the Funds and for which the indirect intermediary or others maintain
individual accounts;
WHEREAS, pursuant to Rule 22c-2 under the Investment Company Act of
1940 (the "1940 Act"), the Funds, or on the Fund's behalf, the Fund's principal
underwriter or transfer agent, is required to enter into an agreement with
Intermediary under which Intermediary is 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;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties 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"),
the Individual Taxpayer Identification Number ("ITIN"), or other
government-issued identifier ("GII"), if known, of any or all
Shareholders) 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
the Intermediary during the period covered by the request
(collectively, "Shareholder Information"). Written requests for
Shareholder Information shall be directed to representatives of
Intermediary as set forth in Appendix A to this Agreement.
Intermediary will generally only be required to provide the information
in regard to transactions that are initiated or directed by the
Sharehholder, and shall not be required to provide information in
regard to transactions that are executed automatically by the
Intermediary, such transactions resulting from dollar cost averaging
programs, automatic rebalancing programs, periodic deduction of fees,
and redemptions pursuant to a systematic withdrawl plan. In any event,
Intermediary shall provide transaction information, as described in
this paragraph,
upon subsequent or parallel requests by the Funds specifically
requesting this type of information.
(A) INFORMATION REQUEST. Requests must set forth a specific
period, not to exceed ninety (90) days prior to the date of
the request and current to five (5) business days preceding
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. The Fund shall deliver its written requests for
Shareholder Information via overnight mail.
(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 request. If
requested by the Fund or its designee, Intermediary agrees to
use best efforts to determine promptly, but in any event not
later than ten (10) business days after receipt of a specific
request, whether any specified person about whom it has
received the identification and transaction information
specified in Paragraph 1 above is itself a financial
intermediary ("indirect intermediary") and, upon further
request of the Fund or its designee, promptly, but in any
event not later than ten (10) business days after receipt of
such request, either (i) obtain and transmit (or arrange to
have transmitted) the requested information specified in
Paragraph 1 above 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. 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.
(C) LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use
the information received for marketing or any other similar
purpose without the prior written consent of the Intermediary.
The Fund may, however, use the information received to ensure
compliance with the Fund's compliance policies and procedures.
Notwithstanding any of the above, the Fund agrees not to use
the Shareholder Information received for any purpose expressly
prohibited by the privacy provisions of Title V of the
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Xxxxx-Xxxxx-Xxxxxx Act and comparable state laws, 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 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 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 Shareholders) or account(s) or other agreed upon
information to which the instruction relates. The Fund shall
direct written instructions to restrict or prohibit trading to
representatives of Intermediary as set forth in Appendix A to
this Agreement.
(B) TIMING OF RESPONSE. Intermediary agrees to execute
instructions to restrict or prohibit trading as soon as
reasonably practicable, but in any event not later than ten
(10) business days after receipt of the instructions by the
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 ten (10)
business days after the instructions have been executed.
3. FORCE MAJEURE. Either party shall be 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 promptly give written notice to the
other party and shall use its best efforts to resume performance.
4. DEFINITIONS. For purposes of this Agreement:
(A) The term "Fund" includes the fund's principal underwriter and
transfer agent. The term not does 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
the Fund under the 1940 Act that are held by the Intermediary.
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(C) The term "Shareholder" means the holder of interests in a
variable annuity or variable life insurance contract issued by
the Intermediary.
(D) The term "Intermediary" 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 have caused this Agreement to be
executed as of the date first written above.
Delaware Service Company, Inc.
By:
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Name:
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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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(Seal)
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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(Seal)
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APPENDIX A
REPRESENTATIVES OF THE INTERMEDIARY
Requests for Shareholder Information or Trading Restrictions shall be directed
to:
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Senior Counsel
AIG American General
0000 Xxxxx Xxxxxxx, X00-00
Xxxxxxx, XX 00000
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And to:
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Variable Products Accounting
AIG American General
0000-X Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
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