EXHIBIT (h)(53)(a)
AMENDMENT NO. 1 TO
RULE 22C-2 SHAREHOLDER INFORMATION ACCESS AGREEMENT
This Amendment No. 1 to the Rule 22c-2 Shareholder Information Access
Agreement ("Agreement") dated April 16, 2007 between American General Life
Insurance Company ("Intermediary") and Xxxxxxxxx Xxxxxx Management LLC
(formerly, Xxxxxxxxx Xxxxxx Management, Inc.) ("NBM") is effective as of
October , 2014. All capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to such term in the Agreement.
WHEREAS, the parties wish to amend certain provisions of the Agreement
in order to update and revise the procedures, provide updated contact
information in Appendix A to the Agreement and add marketing timing policies
for certain products to the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth, and intending to be legally bound, the Agreement is hereby amended as
follows:
1. The first paragraph of Section 1.1 is hereby deleted in its entirety and
replaced with the following:
"AGREEMENT TO PROVIDE INFORMATION. Subject to the information security
policies of the Intermediary or Intermediary's parent company, American
International Group, Inc., Intermediary agrees to cooperate with the
Fund's and NBMI's efforts to identify Shareholder transaction activity
that may violate the Trading Policies. To that end, Intermediary agrees
to respond promptly to NBMI's requests regarding Shareholder transaction
activity in an account held by or through the Intermediary. In response
to such requests, Intermediary shall provide the taxpayer identification
number ("TIN"), the Individual Taxpayer Identification ("ITIN"), or
other government-issued identifier ("GII"), 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 account (if known), and the transaction type
(purchase, redemption, transfer, or exchange) of every purchase,
redemption, transfer or exchange of Fund shares held through an account
maintained by the Intermediary during the period covered by the request.
With respect to information pertaining to Variable Contracts and 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. In addition, Intermediary shall not be obligated
to provide information related to purchases or redemptions in contracts
on which annuity payments have begun."
2. Appendix A to the Agreement is hereby deleted in its entirety and
replaced with the Appendix A attached.
3. A copy of the market timing policies of the Intermediary as it relates
to the Investment Only Variable Annuity Product (marketing name TBD)
only is being added to the Agreement as Appendix C. The market timing
policies attached to the Agreement currently are hereby titled "Appendix
B - Market Timing Policies of the Intermediary Relating to all Products
Except for the Investment Only Variable Annuity Product (marketing name
TBD)". A new paragraph 14 is being added to the Agreement as follows:
"14. APPENDICES. Attached as Appendix B to this Agreement is a copy of
the market timing policies of the Intermediary as it relates to all of
the products of the Intermediary except for the Investment Only Variable
Annuity Product (marketing name TBD) (which product is covered in the
Fund Participation Agreement dated July 7, 1994 by between the
Intermediary, Xxxxxxxxx Xxxxxx Management LLC and Xxxxxxxxx Xxxxxx
Advisers Management Trust). Attached as Appendix C to this Agreement is
a copy of the market timing policies of the Intermediary as it relates
to the Investment Only Variable Annuity Product (marketing name TBD)."
4. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto affixed their respective
authorized signatures, intending that this Amendment No. 1 be effective as
indicated hereinabove.
AMERICAN GENERAL LIFE INSURANCE COMPANY
By: _____________________________
Name:
Title:
ATTEST:
By: _____________________________
Name:
Title:
XXXXXXXXX XXXXXX MANAGEMENT LLC
(formerly, Xxxxxxxxx Xxxxxx Management, Inc.)
By: _____________________________
Name:
Title:
APPENDIX A
REPRESENTATIVES OF THE INTERMEDIARY
Requests for Shareholder Information or Trading Restrictions must be directed
to the following:
Xxxxxxx X. Xxxxxxxx, Vice President
Investment Product Management
AIG Life and Retirement
00000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000-0000
Telephone: 000-000-0000
Facsimile: 000-000-0000
Email: 00x0xxxxxxxxxxxx@xxxxxxxxxx.xxx
Xxxxx Xxxxxx, Vice President
AIG Life and Retirement
Variable Product Accounting
0000-X Xxxxx Xxxxxxx, 0-X0
Xxxxxxx, XX 00000
Telephone: 000-000-0000
Email: xxxxx.xxxxxx@xxxxx.xxx
Xxxxxxxx X. Xxxxxxx, Assistant Manager
AIG Life and Retirement
Variable Product Accounting
0000-X Xxxxx Xxxxxxx, 0-X0
Xxxxxxx, XX 00000
Telephone: 000-000-0000
Email: xxxxxxxx.xxxxxxx@xxxxx.xxx
With a copy to:
Legal Department
Attn: Rule 22c-2 Request for Information
AIG Life and Retirement
0000 Xxxxxx xx xxx Xxxxx
Xxx Xxxxxxx, XX 00000
APPENDIX C
MARKET TIMING POLICIES OF THE INTERMEDIARY
RELATING TO THE INVESTMENT ONLY VARIABLE ANNUITY PRODUCT (MARKETING NAME TBD)
TRANSFERS DURING THE ACCUMULATION PHASE: LOW-RISK POLICIES
Subject to our rules, restrictions and policies described below, during the
Accumulation Phase you may transfer funds between the Variable Portfolios
and/or any available Fixed Accounts by telephone (000) 000-0000, through the
Company's website (xxx.xxxxxxxxxx.xxx), by U.S. Mail addressed to our
Annuity Service Center, X.X. Xxx 00000, Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
or by facsimile. All transfer instructions submitted via facsimile must be
sent to (000) 000-0000; otherwise they will not be considered received by
us. We may accept transfers by telephone or the Internet unless you tell us
not to on your contract application. If your contract was issued in the
state of New York, we may accept transfers by telephone if you complete and
send the Telephone Transfer Agreement form to our Annuity Service Center.
When receiving instructions over the telephone or the Internet, we have
procedures to provide reasonable assurance that the transactions executed
are genuine. Thus, we are not responsible for any claim, loss or expense
from any error resulting from instructions received over the telephone or
the Internet. If we fail to follow our procedures, we may be liable for any
losses due to unauthorized or fraudulent instructions.
We cannot guarantee that we will be able to accept telephone, fax and/or
internet transfer instructions at all times. Any telephone, fax or computer
system, whether it is yours, your broker-dealer's, or ours, can experience
outages or delays for a variety of reasons and may prevent our processing of
your transfer request. We reserve the right to modify, suspend or terminate
telephone, fax and/or internet transfer privileges at any time. If
telephone, fax and/or internet access is unavailable, you should make your
transfer request in writing by U.S. Mail to our Annuity Service Center.
Any transfer request will be priced as of the day it is received by us in
Good Order if the request is received before Market Close. If the transfer
request is received after Market Close, the request will be priced as of the
next business day.
Funds already in your contract cannot be transferred into the DCA Fixed
Accounts. You must transfer at least $100 per transfer. If less than $100
remains in any Variable Portfolio or Fixed Account after a transfer, that
amount must be transferred as well.
There is no charge for your first 15 transfers. We charge for transfers in
excess of 15 in any contract year. The fee is $25 for each transfer
exceeding this limit. Transfers resulting from your participation in the DCA
or Automatic Asset Rebalancing programs are not counted towards the number
of free transfers per contract year.
SHORT-TERM TRADING POLICIES
We do not want to issue this variable annuity contract to contract owners
engaged in trading strategies that seek to benefit from short-term price
fluctuations or price inefficiencies in the Variable Portfolios of this
product ("Short-Term Trading") and we discourage Short-Term Trading as more
fully described below. However, we cannot always anticipate if a potential
contract owner intends to engage in Short-Term Trading. Short-Term Trading
may create risks that may result in adverse effects on investment return of
the Underlying Fund in which a Variable Portfolio invests. Such risks may
include, but are not limited to: (1) interference with the management and
planned investment strategies of an Underlying Fund; (2) dilution of the
interests in the Underlying Fund due to practices such as "arbitrage";
and/or (3) increased brokerage and administrative costs due to forced and
unplanned fund turnover. These circumstances may reduce the value of the
Variable Portfolio. In addition to negatively impacting the Owner, a
reduction in contract value may also be harmful to Annuitants and/or
Beneficiaries.
We have adopted the following administrative procedures to discourage
Short-Term Trading which are summarized below.
The first 15 transfers in a rolling 12-month look-back period ("12-Month
Rolling Period") can be made by telephone, through the Company's website, or
in writing by mail or by facsimile. The 15th transfer in a 12-Month Rolling
Period triggers the U.S. Mail method of transfer. Therefore, once you make
the 15th transfer in a 12-Month Rolling Period, all transfers must be
submitted by United States Postal Service first-class mail ("U.S. Mail") for
12-months following the date of the 15th transfer ("Standard U.S. Mail
Policy").
For example, if you made a transfer on August 16, 2011 and within the
previous twelve months (from August 17, 2010 forward) you made 15 transfers
including the August 16th transfer, then all transfers made for twelve
months after August 16, 2011 must be submitted by U.S. Mail (from August 17,
2011 through August 16, 2012).
U.S. Mail includes any postal service delivery method that offers delivery
no sooner than United States Postal Service first-class mail, as determined
in the Company's sole discretion. We will not accept transfer requests sent
by any other medium except U.S. Mail during this 12-month period. Transfer
requests required to be submitted by U.S. Mail can only be cancelled by a
written request sent by U.S. Mail with the appropriate paperwork received
prior to the execution of the transfer.
All transfers made on the same day prior to Market Close are considered one
transfer request for purposes of applying the Short-Term Trading policy and
calculating the number of free transfers. Transfers resulting from your
participation in the DCA or Automatic Asset Rebalancing programs are not
included for the purposes of determining the number of transfers before
applying the Standard U.S. Mail Policy.
We apply the Standard U.S. Mail Policy uniformly and consistently to all
contract owners except for omnibus group contracts as described below.
We believe that the Standard U.S. Mail Policy is a sufficient deterrent to
Short-Term Trading. However, we may become aware of transfer patterns among
the Variable Portfolios and/or Fixed Accounts which appear to be Short-Term
Trading or otherwise detrimental to the Variable Portfolios but have not yet
triggered the limitations of the Standard U.S. Mail Policy described above.
If such transfer activity comes to our attention, we may require you to
adhere to our Standard U.S. Mail Policy prior to reaching the specified
number of transfers ("Accelerated U.S. Mail Policy"). To the extent we
become aware of Short-Term Trading activities which cannot be reasonably
controlled solely by the Standard U.S. Mail Policy or the Accelerated U.S.
Mail Policy, we reserve the right to evaluate, in our sole discretion,
whether to: (1) impose further limits on the size, manner, number and/or
frequency of transfers you can make; (2) impose minimum holding periods;
(3) reject any Purchase Payment or transfer request; (4) terminate your
transfer privileges; and/or (5) request that you surrender your contract. We
will notify you in writing if your transfer privileges are terminated. In
addition, we reserve the right not to accept or otherwise restrict transfers
from a third party acting for you and not to accept pre-authorized transfer
forms.
Some of the factors we may consider when determining whether to accelerate
the Standard U.S. Mail Policy, reject transfers or impose other conditions
on transfer privileges include:
(1)the number of transfers made in a defined period;
(2)the dollar amount of the transfer;
(3)the total assets of the Variable Portfolio involved in the transfer
and/or transfer requests that represent a significant portion of the
total assets of the Variable Portfolio;
(4)the investment objectives and/or asset classes of the particular
Variable Portfolio involved in your transfers;
(5)whether the transfer appears to be part of a pattern of transfers to
take advantage of short term market fluctuations or market
inefficiencies;
(6)the history of transfer activity in the contract or in other
contracts we may offer; and/or
(7)other activity, as determined by us, that creates an appearance, real
or perceived, of Short-Term Trading or the possibility of Short-Term
Trading.
Notwithstanding the administrative procedures above, there are limitations
on the effectiveness of these procedures. Our ability to detect and/or deter
Short-Term Trading is limited by operational systems and technological
limitations, as well as our ability to predict strategies employed by
contract owners (or those acting on their behalf) to avoid detection. We
cannot guarantee that we will detect and/or deter all Short-Term Trading and
it is likely that some level of Short-Term Trading will occur before it is
detected and steps are taken to deter it. To the extent that we are unable
to detect and/or deter Short- Term Trading, the Variable Portfolios may be
negatively impacted as described above. Additionally, the Variable
Portfolios may be harmed by transfer activity related to other insurance
companies and/or retirement plans or other investors that invest in shares
of the Underlying Fund. Moreover, our ability to deter Short-Term Trading
may be limited by
decisions by state regulatory bodies and court orders which we cannot
predict. You should be aware that the design of our administrative
procedures involves inherently subjective decisions which we attempt to make
in a fair and reasonable manner consistent with the interests of all owners
of this contract. We do not enter into agreements with contract owners
whereby we permit or intentionally disregard Short-Term Trading.
The Standard and Accelerated U.S. Mail Policies are applied uniformly and
consistently to contract owners utilizing third party trading
services/strategies performing asset allocation services for a number of
contract owners at the same time. You should be aware that such third party
trading services may engage in transfer activities that can also be
detrimental to the Variable Portfolios, including trading relatively large
groups of contracts simultaneously. These transfer activities may not be
intended to take advantage of short-term price fluctuations or price
inefficiencies. However, such activities can create the same or similar
risks as Short-Term Trading and negatively impact the Variable Portfolios as
described above.
Omnibus group contracts may invest in the same Underlying Funds available in
your contract but on an aggregate, not individual basis. Thus, we have
limited ability to detect Short-Term Trading in omnibus group contracts and
the Standard U.S. Mail Policy does not apply to these contracts.
Our inability to detect Short-Term Trading may negatively impact the
Variable Portfolios as described above.
We reserve the right to modify the policies and procedures described in this
section at any time. To the extent that we exercise this reservation of
rights, we will do so uniformly and consistently unless we disclose
otherwise.
