Exhibit (8)(d)(xiii)
SUPPLEMENTAL AGREEMENT
This Supplemental Agreement is entered into as of April 16, 2007 by and between
Dreyfus Service Corporation ("Dreyfus") on its behalf, and/or on behalf of one
or more of the Funds for which it serves as primary underwriter, and the
undersigned (the "Intermediary").
WHEREAS, Dreyfus and the Intermediary have previously entered into one or more
of the agreements (the "Agreement") set forth on Attachment A to this
Supplemental Agreement relating to certain funds ("Funds") for which Dreyfus is
the principal underwriter and distributor of Fund Shares (as defined below);
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, Dreyfus and the Intermediary hereby
agree as follows:
A. DEFINITIONS
1. "Fund" includes the Funds covered by the Agreement and the Funds'
principal underwriter and transfer agent. The term does not include any
"excepted funds" as defined in Rule 22c-2(b) under the Investment
Company Act of 1940 (the "1940 Act").
2. "Shareholder" shall mean, as applicable, (a) the beneficial owner of
Shares, whether the Shares are held directly by Shareholder or by the
Intermediary in nominee name; (b) a Plan participant notwithstanding
that the Plan may be deemed to be the beneficial owner of Shares; or
(c) the holder of interests in a Fund underlying a variable annuity or
variable life insurance contract.
3. "Written" communications include electronic communications and facsimile
transmissions.
B. SHAREHOLDER INFORMATION AND IMPOSITION OF TRADING RESTRICTIONS
1. AGREEMENT TO PROVIDE INFORMATION. The Intermediary agrees to provide
promptly, BUT NOT LATER THAN 10 BUSINESS DAYS, to the Fund, upon Written
request, the taxpayer identification number ("TIN"), if known, of any or
all Shareholder(s) who have purchased, redeemed, transferred or
exchanged Shares held through an account with he Intermediary (an
"Account") during the period covered by the request 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. To the extent
practicable, the format for any transaction information provided to the
Fund should be consistent with the NSCC Standardized Data Reporting
Format. 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 provided in Shareholder Information sent to Dreyfus; therefore,
the Shareholder Information provided for a certain period will not be
equal to the omnibus trades made during that same period.
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(a)PERIOD COVERED BY REQUEST. Requests must set forth a specific period,
not to exceed 90 days from the date of the request, for which
transaction information is sought. The Fund may request transaction
data older than 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 dilution to the value
of the outstanding shares issued by the Fund.
(b)The Intermediary agrees to use best efforts to determine, promptly
upon request of the Fund, but not later than 10 days, whether any
person that holds Shares through the Intermediary is an "indirect
intermediary "as defined in Rule 22c-2 under the 1940 Act (an
"Indirect Intermediary"), and upon further request of the Fund,
(i) provide or arrange to have provided the information set forth in
paragraph (B)(1) of this Supplemental Agreement regarding
Shareholders who hold an account with an Indirect Intermediary; or
(ii) restrict or prohibit the Indirect Intermediary from purchasing
Shares on behalf of itself or other persons.
(c)Dreyfus agrees not to use the information received under this Section
B for marketing or any other similar purpose without the prior
Written consent of the Intermediary.
2. AGREEMENT TO RESTRICT TRADING. The 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 Shares
(directly or indirectly through an Account) that violate the policies
established by the Fund for the purpose of eliminating or reducing any
dilution of the value of its Shares.
(a)Form of Instructions. Instructions provided to the Intermediary will
include the TIN, if known, and the specific restriction(s) to be
executed. If the TIN is not known, the instructions will include an
equivalent identifying number of the Shareholder(s) or account(s) or
other agreed upon information to which the instructions relates.
(b)Confirmation by the Intermediary. The Intermediary must provide
Written confirmation to the Fund that instructions have been
executed. The Intermediary agrees to provide the confirmation as soon
as reasonably practicable, but not later than 10 business days after
the instructions have been executed.
C. LATE TRADING PROCEDURES. The Intermediary represents that it has adopted,
and will at all times during the term of the Agreement maintain, reasonable
and appropriate procedures designed to ensure that any and all orders to
purchase, redeem, transfer or exchange Shares received by the Intermediary
from Shareholders treated as received prior to the close of trading (the
"Close of Trading") on the New York Stock Exchange (the "NYSE") (usually
4:00 p.m. Eastern time) on a day the NYSE is open for business (a "Business
Day") are received by the Intermediary prior to the Close of Trading on such
Business Day and are not
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modified after the Close of Trading and that all such orders received, but
not rescinded, by the Close of Trading are communicated to Dreyfus or its
designee for that Business Day. Each transmission of Share orders by the
Intermediary shall constitute a representation that such orders are accurate
and complete and are as received by the Intermediary by the Close of Trading
on the Business Day for which the orders are to be priced and that such
ransmission includes all Share orders received from customers, but not
rescinded, by the Close of Trading. The market timing prevention policies of
Intermediary are attached to and made part of this Agreement.
D. ANTI-MONEY LAUNDERING PROGRAM PROCEDURES. The Intermediary represents and
warrants that, to the extent required by applicable law, it has adopted
policies and procedures to comply with all applicable anti-money laundering,
customer identification, suspicious activity, currency transaction reporting
and similar laws and regulations including the Bank Secrecy Act, as amended
by the USA PATRIOT Act, and the regulations thereunder, and National
Association of Securities Dealers ("NASD") Rule 3011. The Intermediary also
represents and warrants that it will not purchase or sell Shares on behalf
of any person on the list of Specially Designated Nationals and Blocked
Persons maintained by the Office of Foreign Assets Control ("OFAC"), or
other similar governmental lists, or in contravention of any OFAC maintained
sanctions program. The Intermediary agrees to share information with the
Fund for purposes of ascertaining whether a suspicious activity report
("SAR") is warranted with respect to any suspicious transaction involving
Shares, provided that neither the Intermediary nor the Fund is the subject
of the SAR. The Intermediary, if required to maintain an anti-money
laundering program, also represents and warrants that it has filed the
requisite certification with the Financial Crimes Enforcement Network
("FinCEN") to allow the Intermediary to share information pursuant to
Section 314(b) of the USA PATRIOT Act.
E. PRIVACY. Pursuant to Regulation S-P promulgated by the Securities and
Exchange Commission under the Xxxxx-Xxxxx-Xxxxxx Act ("Reg. S-P"), the
Intermediary agrees to deliver the Funds' then current consumer privacy
notice to any customer who purchases Shares from or through the
Intermediary, at or prior to the time of the initial purchase, if the
customer would be considered a "consumer" or "customer" (each as defined in
Reg. S-P) of the Fund(s).
F. 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.
G. 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
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will provide notice of the impending delay as soon as possible after the
impending delay is discovered.
1. MISCELLANEOUS
1. This Supplemental Agreement supersedes the terms of the Agreement and
any other agreement between the parties with respect to the provisions
covered herein. Except as modified herein, the Agreement and all other
agreements between the parties remain in full force and effect. The
invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of any other term or provision
hereto.
2. To the extent the Intermediary fails to comply with any provision of the
Agreement, Dreyfus may terminate the Agreement immediately upon
providing Written notice to the Intermediary.
3. All notices and other communications provided for under the terms of the
Agreement shall be given in writing and delivered by personal delivery,
by postage prepaid mail, or by facsimile or email.
4. This Supplemental Agreement shall be governed and construed in
accordance with the laws of the state of New York without regard to
conflict of law principals, and shall bind and inure to the benefit of
the parties hereto and their respective successor and assigns.
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IN WITNESS WHEREOF, this Supplemental Agreement has been acknowledged and
executed as of the date set forth below:
Dreyfus Service Corporation American General Life Insurance
Company
The United States Life Insurance
Company in the City of New York
AIG Life Insurance Company
American International Life Assurance
Company of New York
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Signed Signed
Xxxx Israel
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Print Name Print Name
Senior VP Product Development
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Title Title
April 10, 2007
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Date Date
----------------------------------
Attest
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Print Name
----------------------------------
Title
(Seal)
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ATTACHMENT A
Marketing and Support Services Agreement
Supplemental Agreement Regarding Networking
Money Market Fund (Omnibus) Distribution and Shareholder Services Agreement
Money Market Fund (Fully-Disclosed)
Distribution and Shareholder Services Agreement
Fund (Omnibus) Distribution and Shareholder Services Agreement
Fund (Fully Disclosed) Distribution and Shareholder Services Agreement
Fund Participation Agreement
Services Agreement
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Appendix A
REPRESENTATIVES OF THE INTERMEDIARY
Requests for Shareholder Information or Trading Restrictions 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
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APPENDIX B
AGL/USL/AIG LIFE/AI LIFE MARKET TIMING POLICIES
MARKET TIMING
The Policies are not designed for professional market timing organizations
or other entities or individuals using programmed and frequent transfers
involving large amounts. Market timing carries risks with it, including:
. dilution in the value of Fund shares underlying investment options of
other Policy Owners;
. interference with the efficient management of the Fund's portfolio; and
. increased administrative costs.
We have policies and procedures that require us to monitor the Policies to
determine if a Policy Owner requests:
. an exchange out of a variable investment option, other than the money
market investment option, within two calendar weeks of an earlier
exchange into that same variable investment option;
. an exchange into a variable investment option, other than the money
market investment option, within two calendar weeks of an earlier
exchange out of that same variable investment option; or
. exchanges into or out of the same variable investment option, other than
the money market investment option, more than twice in anyone calendar
quarter.
If any of the above transactions occurs, we will suspend such Policy Owner's
same day or overnight delivery transfer privileges (including website, e-mail
and facsimile communications) with prior notice to prevent market timing
efforts that could be harmful to other Policy Owners or beneficiaries. Such
notice of suspension will take the form of either a letter mailed to your last
known address, or a telephone call from our Administrative Center to inform you
that effective immediately, your same day or overnight delivery transfer
privileges have been suspended. A Policy Owner's first violation of this policy
will result in the suspension of Policy transfer privileges for ninety days. A
Policy Owner's subsequent violations of this policy will result in the
suspension of Policy transfer privileges for six months. Transfers under dollar
cost averaging, automatic rebalancing or any other automatic transfer
arrangements to which we have agreed are not affected by these procedures.
The procedures above will be followed in all circumstances and we will treat
all Policy Owners the same.
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In addition, Policy Owners incur a $25 charge for each transfer in excess of
12 each Policy year.
RESTRICTIONS INITIATED BY THE FUNDS
The Funds have policies and procedures restricting transfers into the Fund.
For this reason or for any other reason the Fund deems necessary, a Fund may
instruct us to reject a Policy Owner's transfer request. Additionally, a Fund
may instruct us to restrict all purchases or transfers by a particular Policy
Owner, whether into or out of the Fund. We will follow the Fund's instructions.
Please read the Funds' prospectuses and supplements for information about
restrictions that may be initiated by the Funds.
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