EXHIBIT (h)(34)(a)
INFORMATION SHARING AGREEMENT
THIS AGREEMENT is effective as of April 16, 2007, or such other compliance
date mandated by Rule 22c-2 (the "Rule") under the Investment Company Act of
1940, as amended (the "1940 Act"), whichever shall last occur, by and between
American Funds Service Company ("Fund Agent") on behalf of each fund in the
American Funds Insurance Series (collectively, the "Funds" and each a "Fund")
and AIG SunAmerica Life Assurance Company ("Intermediary"), on behalf of
certain of its separate accounts (the "Accounts").
WITNESSETH:
WHEREAS, Fund Agent is the transfer agent of the Funds and has been duly
authorized by the Funds to take any and all actions under this Agreement on
behalf of the Funds;
WHEREAS, the Intermediary has established, pursuant to applicable insurance
law, one or more Accounts for the purpose of issuing, now and in the future,
certain variable annuity and/or variable life insurance contracts (the
"Contracts"); and
WHEREAS, the Funds will serve as certain of the underlying investment
mediums for the Contracts issued with respect to the Accounts, and will be
offered by or otherwise made available by the Intermediary to Shareholders;
WHEREAS, this Agreement shall inure to the benefit of and shall be binding
upon the undersigned and each such entity shall be either the Fund Agent or
Intermediary for purposes of this Agreement (the Fund Agent and the
Intermediary shall be collectively referred to herein as the "Parties" and
individually as a "Party");
WHEREAS, pursuant to the Rule, the Funds or the Funds' designee are required
to enter into a shareholder information agreement with every intermediary that
holds Fund Shares and this Agreement sets forth the terms and conditions for
sharing information between the Parties pursuant to the Rule;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the Fund Agent and the Intermediary hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have
the following meanings, unless a different meaning is clearly required by the
contexts:
(a) The term "Fund" does not include any "excepted funds" as defined in the
Rule, which includes any: (i) money market or cash management funds; (ii) funds
that issue securities that are listed on a national exchange; or (iii) funds
that affirmatively permit short-term trading of their securities, if the fund
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. The term "Fund" shall also include the Funds' designee (i.e.,
principal underwriter or transfer agent).
(b) The term "Fund Policies" means policies established by a Fund for the
purpose of eliminating or reducing any dilution of the value of the outstanding
shares issued by the Fund resulting from short-term trading, as described in
the applicable Fund's current prospectus.
(c) The term "Good Cause" means any instance where (i) a Fund has
experienced unusual levels or patterns of purchase or redemption activity and
has a reasonable belief that such activity is an indication that trading
activity in an Account is inconsistent with Fund Policies, (ii) upon review of
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shareholder information provided by Intermediary to Fund Agent, the Fund Agent
reasonably believes it requires additional shareholder information to
investigate compliance with Fund policies; or (iii) Fund Agent reasonably
believes it needs additional shareholder information for the purpose of a
periodic compliance review or audit.
(d) 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 through Accounts established by the Intermediary.
(e) The term "Shareholders" shall mean those contract or policy owners of
the Intermediary that hold an interest in a Fund, directly or indirectly,
through Contracts issued by the Intermediary on behalf of the Accounts.
(f) 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. Shareholder-Initiated Transfer Purchases
exclude 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, asset allocation programs or any other automatic rebalancing
programs; (ii) required transactions pursuant to a Contract living or death
benefit; (iii) one-time step-up in Contract value pursuant to a Contract death
benefit; (iv) transactions that are executed as a result of 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. Fund Agent
acknowledges that the list of exclusions may not be comprehensive and that
other similar transactions may be excluded from the definition of
Shareholder-Initiated Transfer Purchase as reasonably understood by the parties.
(g) 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. Shareholder-Initiated Transfer
Redemptions exclude the following: (i) transactions that are executed
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, asset allocation
programs and automatic rebalancing programs; (ii) transactions that are
executed as a result of any deduction of charges or fees under a Contract;
(iii) transactions within a Contract out of a Fund as a result of scheduled
withdrawals or surrenders from a Contract; (iv) transactions that are executed
as a result of payment of a death benefit from a Contract; or (v) transactions
that are executed as a result of minimum distributions required by applicable
federal tax law. Fund Agent acknowledges that the list of exclusions may not be
comprehensive and that other similar transactions may be excluded from the
definition of Shareholder-Initiated Transfer Redemption as reasonably
understood by the parties.
(h) The term "written" includes electronic and facsimile writings and
transmissions.
2. Agreement to Provide Information. As of October 16, 2007, Intermediary
agrees to provide the Fund Agent the taxpayer identification number ("TIN"),
the Individual/International Taxpayer Identification Number ("ITIN")1, or other
government-issued identifier ("GII"), (or an equivalent
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1 According to the IRS, ITIN refers to the Individual Taxpayer Identification
number, which is a nine-digit number that always begins with the number 9
and has a 7 or 8 in the fourth digit, example 9XX-7X-XXXX. The IRS issues
ITINs to individuals who are required to have a U.S. taxpayer identification
number but who do not have, and are not eligible to obtain a Social Security
Number (SSN) from the Social Security Administration (SSA). SEC Rule 22c-2
inadvertently refers to the ITIN as the International Taxpayer
Identification Number.
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identifying number if the TIN, ITIN or GII is not known), as well as the
Shareholder's 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 ("Transaction Information"). It is
understood that Intermediary intends to provide the Transaction Information
regarding each Fund daily, but a Fund may, from time to time, make a written
request ("Request") regarding a specific Fund or for a specific period in
accordance with this Agreement.
Intermediary shall only be required to provide information relating to
Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer
Redemptions. Prior to October 16, 2007, the Fund Agent and the Intermediary
agree that any request for Transaction Information, and the Intermediary's
response, shall be governed by whatever practices the Fund Agent and the
Intermediary had utilized in the absence of a formal agreement, if any, to
govern such requests.
3. Period Covered by Request. Any Request must set forth a specific period
for which the Transaction Information is being sought (the "Covered Period"),
but the Covered Period (i) shall not include any day that is earlier than 180
days prior to the day Intermediary received the Request; and (ii) shall not
include any period prior to October 16, 2007. The Fund Agent may request
Transaction Information older than 180 days from the date of the Request (but
not earlier than October 16, 2007) if it demonstrates Good Cause to
Intermediary.
4. Timing of Requests. Requests shall be made no more frequently than
quarterly, unless Good Cause is demonstrated by the Fund Agent that a more
frequent request is necessary to enforce Fund Policies.
5. Form and Timing of Response/Indirect Intermediaries. Requests must
include the TIN, ITIN, or GII if known and the Covered Period, and must be
faxed to 818.615.1543 or emailed to 00x0xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx. If
the TIN, ITIN, or GII 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 Request relates.
Intermediary agrees to make reasonable efforts to transmit the Transaction
Information on its books and records to the Fund Agent promptly, but in any
event not later than ten (10) business days (or other mutually agreed upon
timeframe) after receipt of a Request. The format for the Transaction
Information provided to the Fund Agent (either daily or as part of a Request)
shall be via a mutually agreed upon format.
If requested by Fund Agent in writing, Intermediary agrees to use best
efforts to determine whether any specific Shareholder about whom it has
Transaction Information is itself a financial intermediary ("Indirect
Intermediary") and, upon further request by Fund Agent, promptly either
(i) provide (or arrange to have provided) the Transaction Information 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 others, shares of the Fund. Intermediary additionally agrees
to inform the Fund Agent whether it plans to perform (i) or (ii).
6. 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 the Rule or other applicable laws,
rules or regulations without prior written consent of
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Intermediary, or for any purpose not permitted under the privacy provisions of
Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law 106-102) and comparable state
laws.
Fund Agent represents and warrants that it will at all times maintain
policies and procedures reasonably designed to (i) insure the security and
confidentiality of Shareholder records and information; (ii) protect against
any anticipated threats or hazards to the security or integrity of Shareholder
records and information; (iii) protect against unauthorized access to or use of
Shareholder records or information; (iv) properly dispose of the Shareholder
records and information by taking reasonable measures to protect against
unauthorized access to, or use in connection with, its disposal; and (iv) upon
request of Intermediary, will certify as to the disposal of Shareholder records
and information. Fund Agent shall promptly provide written notice to
Intermediary of any breach of Fund Agent's policy that has adversely impacted,
or reasonably could adversely impact, Intermediary. In addition, upon
Intermediary's reasonable request, Fund Agent shall provide a copy of its
Privacy Policy or similar documentation indicating compliance with its security
policies and procedures.
7. Indemnification. Each party agrees to defend, indemnify and hold harmless
the other Party from any and all liability, claim, loss, demand, damages, costs
and expenses (including reasonable attorney's fees) arising in connection with
a third party claim or action brought against the other Party as a result of
breaching a representation or warranty contained in this Agreement.
8. Agreement to Restrict Trading. Intermediary agrees to execute written
instructions from 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 of the Fund's Shares (directly or indirectly
through the Intermediary's Account) that violate Fund Policies.
Any such restrictions or prohibitions shall only apply to
Shareholder-Initiated Transfer Purchases as set forth in Section 2. If the Fund
determines that these restrictions are inadequate to address violations of Fund
policies, then Intermediary agrees to take reasonable steps to address such
violations, including restrictions on non-Shareholder-Initiated Transactions if
the Fund deems it necessary to do so to address violations of Fund policies.
9. Form of Instructions. Instructions must include the TIN, ITIN, or GII if
known and the specific restriction(s) to be executed, and must be faxed to
818.615.1543 or emailed to 00x0xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx. If the TIN,
ITIN, or GII 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 Request relates.
10. Timing of Response. Intermediary agrees to execute instructions as soon
as reasonably practicable. Intermediary shall use its best efforts to execute
such instructions not later than five (5) business days (or other mutually
agreed upon timeframe) after receipt of a request.
11. Confirmation by Intermediary. Intermediary will provide written
confirmation regarding any instructions executed on behalf of the Fund pursuant
to this Agreement. Intermediary shall use its best efforts to provide such
confirmation not later than ten (10) business days after receipt of a request.
12. 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 promptly give written notice to the
other Party and shall use its best efforts to resume performance. Upon receipt
of
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such notice, all obligations under this Agreement shall be immediately
suspended for the reasonable duration of such Force Majeure Event.
13. Construction of the Agreement; Fund Participation Agreements. The Funds
and Intermediary have entered into one or more Fund Participation Agreements
between or among them for the purchase and redemption of shares of the Funds 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 Agreement, the terms of this
Agreement shall control with respect to the subject matter herein.
14. Termination. Either party may terminate this agreement upon thirty
(30) days' written notice to the other party. In addition, this Agreement will
terminate upon the termination of the Fund Participation Agreement with respect
to any Fund.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed
as of the date first above written.
AMERICAN FUNDS SERVICE COMPANY AIG SUNAMERICA LIFE ASSURANCE
COMPANY
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx Xxxxxx Xxxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxx Xxxxxx Xxxxx
Date: 4/11/07 Date: 4/12/07
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