EXHIBIT (h)(29)(a)
RULE 22c-2 AMENDMENT TO AGREEMENTS
This RULE 22c-2 AMENDMENT dated as of April 16, 2007, by and among VANGUARD
VARIABLE INSURANCE FUND, THE VANGUARD GROUP, INC. ("Vanguard"), VANGUARD
MARKETING CORPORATION and AIG LIFE INSURANCE COMPANY ("AIG").
WITNESSETH:
WHEREAS, the parties hereto have entered into a Participation Agreement
dated as of May 22, 2001, as amended, and a Participation Agreement dated as of
September 2, 2003 (the "Participation Agreements"), pursuant to which Vanguard
has agreed to make shares of certain portfolios of Vanguard Variable Insurance
Fund available for purchase and redemption by certain separate accounts of AIG
in connection with AIG's variable insurance products; and
WHEREAS, Vanguard and AIG have entered into a Fund Participation Agreement
dated as of December 27, 2001, as modified by an Addendum to Fund Participation
Agreement dated as of September 2, 2003 (as so modified, the "Fund
Participation Agreement"), pursuant to which Vanguard and AIG agreed to the
terms on which shares of certain Vanguard funds would be made available to
serve as underlying investment options for variable annuity contracts offered
by AIG;
WHEREAS, the parties desire to modify the Participation Agreements and the
Fund Participation Agreement in certain respects in connection with Rule 22c-2
promulgated by the Securities and Exchange Commission ("Rule 22c-2") under the
Investment Company Act of 1940, as amended (the "1940 Act");
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto, intending to be legally bound, hereby agree as follows:
1. Amendment of Participation Agreements. Unless otherwise defined in this
Section 1, capitalized terms in this Section 1 shall have the meanings assigned
in the Participation Agreements. Each Participation Agreement is hereby amended
as follows:
(a)By inserting a new Section 4.10 to read in full as follows:
"4.10 Certain Transactions and Restrictions.
(a) The Company agrees that it will provide, not later than ten
Business Days after receipt of a written request by the Sponsor on
behalf of the Fund, the Taxpayer Identification Number of any or all
Variable Insurance Product owner(s) and the amount, date, name of
investment professional associated with the Variable Insurance Product
owner (if any), and transaction type (purchase, redemption, transfer, or
exchange) of every purchase, redemption, transfer, or exchange
transaction by such Variable Insurance Product owner(s) in an Account
investing in the Fund through an account maintained by the Company
during the specific period covered by the request. Requests must set
forth a specific period, not to exceed 90 calendar days from the date of
the request, for which transaction information is sought. The Sponsor
may request transaction information older than 90 calendar 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. 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 included in the transaction
information furnished to the Sponsor; as a result, the transaction
information provided for a certain period will not be equal to the
number of omnibus trades made during that same period. Unless required
by applicable law, rule or regulation, the Sponsor and the Fund agree
not to use the information received under this Section for marketing or
any other purpose not related to (A) limiting or reducing abusive
trading in shares issued by the Fund or (B) collecting purchase or
redemption fees (if any).
(b) The Company agrees that it will execute written instructions from
the Sponsor on behalf of the Fund, including instructions to restrict or
prohibit purchases or exchanges of Fund shares in specific accounts or
by or on behalf of specific Variable Insurance Product owners identified
by the Fund as having engaged in transactions in Fund shares 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. Any such instructions by the Sponsor shall include
the Taxpayer Identification Number or equivalent identifying number of
the Variable Insurance Product owner(s) to which the instructions relate
and the specific restriction(s) to be executed. The Company agrees that
it will execute any such instructions as soon as reasonably practicable,
but not later than ten Business Days after receipt of the instructions
by the Company.
(c) Requests for transaction information or trading restrictions
under this Section 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
(d) If the Company is aware of a possible delay in the fulfillment of
a request pursuant to this Section, the Company will provide notice to
Vanguard of the impending delay as soon as possible after the impending
delay is discovered."
(b)By inserting a new Section 11.11 to read in full as follows:
"In the event a party is unable to perform its obligations under the
terms of this Agreement because of acts of God, acts of terrorism,
strikes, equipment failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be
liable for damages resulting from such failure to perform or otherwise
from such causes."
2. Amendment of Fund Participation Agreement. Unless otherwise defined in this
Section 2, capitalized terms in this Section 2 shall have the meanings assigned
in the Fund Participation Agreement. The Fund Participation Agreement is hereby
amended as follows:
(a)By inserting a new Section 3(k) to read in full as follows:
"(k) Certain Transactions and Restrictions.
(i) The Company agrees that it will provide, not later than ten
Business Days after receipt of a written request by Vanguard on behalf
of a Vanguard Fund, the Taxpayer Identification Number of any or all
Contract owner(s) and the amount, date, name of investment professional
associated with the Contract owner (if any), and transaction type
(purchase, redemption, transfer, or exchange) of every purchase,
redemption, transfer, or exchange transaction by such Contract owner(s)
in an account investing in the Vanguard Fund through an account
maintained by the Company during the specific period covered by the
request. Requests must set forth a specific period, not to exceed 90
calendar days from the date of the request, for which transaction
information is sought. Vanguard may request transaction information
older than 90 calendar days from the date of the request as it deems
necessary to investigate compliance with policies established by the
Vanguard Funds for the purpose of eliminating or reducing any dilution
of the value of the outstanding shares issued by the Vanguard Funds.
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
included in the transaction information furnished to Vanguard; as a
result, the transaction information provided for a certain period will
not be equal to the number of omnibus trades made during that same
period. Unless required by applicable law, rule or regulation, Vanguard
and the Vanguard Funds agree not to use the information received under
this Section for marketing or any other purpose not related to
(A) limiting or reducing abusive trading in shares issued by the
Vanguard Funds or (B) collecting purchase or redemption fees (if any).
(ii) The Company agrees that it will execute written instructions
from Vanguard on behalf of a Vanguard Fund, including instructions to
restrict or prohibit purchases or exchanges of Vanguard Fund shares in
specific accounts or by or on behalf of specific Contract owners
identified by the Vanguard Fund as having engaged in transactions in
Vanguard Fund shares that violate policies established by the Vanguard
Fund for the purpose of eliminating or reducing any dilution of the
value of the outstanding securities issued by the Vanguard Fund. Any
such instructions by Vanguard shall include the Taxpayer Identification
Number or equivalent identifying number of the Contract owner(s) to
which the instructions relate and the specific restriction(s) to be
executed. The Company agrees that it will execute any such instructions
as soon as reasonably practicable, but not later than ten Business Days
after receipt of the instructions by the Company.
(iii) Requests for transaction information or trading restrictions
under this Section 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
(iv) If the Company is aware of a possible delay in the fulfillment
of a request pursuant to this Section, the Company will provide notice
to Vanguard of the impending delay as soon as possible after the
impending delay is discovered."
(b)By inserting a new Section 14(l) to read in full as follows:
"Force Majeure. In the event a party is unable to perform its
obligations under the terms of this Agreement because of acts of God,
acts of terrorism, strikes, equipment failure or damage reasonably
beyond its control, or other causes reasonably beyond its control, such
party shall not be liable for damages resulting from such failure to
perform or otherwise from such causes."
3. No Other Modifications. Except as specifically modified hereby, each of the
Participation Agreements and the Fund Participation Agreement remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Rule 22c-2 Amendment
to be executed on their behalf by their duly authorized officers as of the day
and year first above written.
VANGUARD VARIABLE INSURANCE FUND
By:
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Name:
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Title:
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THE VANGUARD GROUP, INC.
By:
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Name:
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Title:
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VANGUARD MARKETING CORPORATION
By:
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Name:
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Title:
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AIG LIFE INSURANCE COMPANY
By:
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Name:
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Title:
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