EXHIBIT (h)(24)(a)
BlackRock Variable Universal Life Insurance Rule 22c-2 Agreement
SHAREHOLDER INFORMATION AGREEMENT entered into by and between BlackRock
Distributors, Inc. and its successors, assigns and designees ("BDI") and the
Intermediary (each a "Party" and collectively the "Parties") with an effective
date of April 16, 2007.
Prior to the effective date of this Shareholder Information Agreement, BDI, the
Fund and the Intermediary agree that any request made to the Intermediary by
BDI or the Fund for shareholder transaction information, and the Intermediary's
response to such request, shall be governed by whatever practices the Fund and
the Intermediary had utilized in the absence of a formal agreement, if any, to
govern such requests.
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 AIG Life Insurance Company or American
International Life Assurance Company of New York, which is (i) a broker,
dealer, bank, or other entity that holds securities of record issued by the
Fund in nominee name; (ii) in the case of a participant directed employee
benefit plan that owns securities issued by the Fund (1) a retirement plan
administrator under ERISA or (2) any entity that maintains the plan's
participant records; or (iii) an insurance company separate account.
The term "Fund" shall mean any open-ended management investment company that is
registered or required to register under Section 8 of the Investment Company
Act of 1940 and for which BDI acts as distributor, and includes (i) an
investment adviser to or administrator for the Fund; and (ii) the transfer
agent for the Fund. The term not does include any "excepted funds" as defined
in SEC Rule 22c-2(b) under the Investment Company Act of 1940./1/
The term "Shares" means 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.
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 the following:
(i) transactions that are executed 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) transactions that are executed 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
--------
/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.
payments such as loan repayments, scheduled contributions, retirement plan
salary reduction contributions, or planned premium payments to the Contract; or
(v) prearranged 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.
BDI and the Intermediary hereby agree as follows:
Shareholder Information
1. Agreement to Provide Information. Intermediary agrees to provide the Fund or
its designee, upon written request of BDI or the Fund, 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, name or other identifier of any investment professional(s)
associated with the Shareholder(s) or the 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. 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.
2. Period Covered by Request. Requests must set forth a specific period, which
generally will not exceed 90 days from the date of the request, for which
transaction information is sought. BDI and/or the Fund may request transaction
information older than 90 days from the date of the request as they deem
necessary to investigate compliance with policies (including, but not limited
to, polices of the Fund regarding market-timing and the frequent purchasing and
redeeming or exchanges of Fund shares or any other inappropriate trading
activity) 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.
3. Form and Timing of Response. (a) Intermediary agrees to provide, promptly,
but in any event not later than ten (10) business days after receipt of a
request from the Fund, BDI or their designee, the requested information
specified in Section 1. If requested by the Fund, BDI or their 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 request, whether any
specific person about whom it has received the identification and transaction
information specified in Section 1 is itself a financial intermediary (as
defined in Rule 22c-2) ("indirect intermediary") and, upon further request of
the Fund, BDI or their designee, promptly, but in any event not later than ten
(10) business days after receipt of a request, either (i) provide (or arrange
to have provided) the information set forth in Section 1 for those Shareholders
who hold an account with an indirect
2
intermediary or (ii) restrict or prohibit the indirect intermediary from
purchasing, in nominee name on behalf of other persons, securities issued by
the Fund. Intermediary additionally agrees to inform the Fund 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, BDI or their designee and the
Intermediary; and
(c) To the extent practicable, the format for any transaction information
provided to the Fund, BDI or their designee should be consistent with the NSCC
Standardized Data Reporting Format.
4. Limitations on Use of Information. BDI and the Fund agree 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 requests 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.
5. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from BDI or the Fund to restrict or prohibit further purchases or
exchanges of Shares by a Shareholder that has been identified by BDI or the
Fund, in their sole discretion, as having engaged in transactions of the Fund's
Shares (directly or indirectly through the Intermediary's account) that violate
policies ( including, but not limited to, policies of the Fund regarding
market-timing and the frequent purchasing and redeeming or exchanging of Fund
Shares or any other inappropriate trading activity) established or utilized by
the Fund for the purpose of eliminating or reducing, or that would result in
any dilution of the value of the outstanding Shares issued by the Fund. Unless
otherwise directed by the Fund, 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
Intermediary. Instructions to restrict or prohibit further purchases or
exchanges of Shares and requests for the information specified in Section 1
must be received by Intermediary at the following address, or such other
address that Intermediary may communicate to BDI or the Fund in writing from
time to time, including, if applicable, an e-mail and/or facsimile telephone
number:
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
3
6. Form of Instructions. Instructions to restrict or prohibit trading 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
the specific restriction(s) to be executed, including how long the
restriction(s) is(are) 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.
7. Timing of Response. Intermediary agrees to execute instructions to restrict
or prohibit trading as soon as reasonably practicable, but not later than ten
(10) business days after receipt of the instructions by the Intermediary.
8. Confirmation by Intermediary. Intermediary must provide written confirmation
to BDI and the Fund that instructions to restrict or prohibit trading have been
executed. Intermediary agrees to provide confirmation as soon as reasonably
practicable, but not later than fifteen (15) business days after the
instructions have been executed.
9. Construction of the Agreement; Fund Participation Agreements. The Parties
have entered into one or more fund participation agreements between or among
them for the purchase and redemption of shares of the Fund by 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 agreement, the terms of this Agreement
shall control.
10. 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.
11. 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.
12.Termination. This Agreement will terminate upon the termination of the fund
participation agreements.
4
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as
of the date written below.
BlackRock Distributors, Inc.
_________________________________
By: Xxxxx XxXxxxxxx
Title: Vice President
Date:
AIG Life Insurance Company
American International Life Assurance
Company of New York
_____________________________________ ______________________________
By: Attest:
Title: Title:
Date: Date:
(Seal)
5
