EXHIBIT (h)(54)(a)
RULE 22C-2 AMENDMENT TO PARTICIPATION AGREEMENT
AMENDMENT entered into as of April 16, 2007, by and between Allianz Global
Investors Distributors LLC ("AGID"), the principal underwriter for Premier VIT
and PIMCO Variable Insurance Trust (each a "Trust" and, collectively, the
"Trusts") and AIG Life Insurance Company, American International Life Assurance
Company of New York, American General Life Insurance Company and The United
States Life Insurance Company in the City of New York (each an "Intermediary").
WHEREAS, Intermediary, pursuant to a Participation Agreement (as defined
below), purchases Shares of the Trusts to fund certain variable life insurance
or variable annuity contracts issued by Intermediary ("Contracts"); and
WHEREAS, AGID and Intermediary (each a "Party" and, together, the "Parties")
seek to enter into this Amendment in order for the Trusts, AGID and
Intermediary to comply with the requirements of Rule 22c-2 ("Rule 22c-2") under
the Investment Company Act of 1940, as amended (the "1940 Act"), and to make
other changes to the Participation Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, AGID and Intermediary hereby agree as
follows:
A. Contractholder Information
A.1. Agreement to Provide Information. Intermediary agrees to provide Fund
Agent, upon written request, 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, if known, of any or all Contractholder(s)
of the account, the name or other identifier of any investment
professional(s) associated with the Contractholder(s) or account (if
known), 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 Intermediary
during the period covered by the request. Unless otherwise specifically
requested by the Fund Agent, the Intermediary shall only be required to
provide information relating to Contractholder-Initiated Transfer
Purchases or Contractholder-Initiated Transfer Redemptions.
A.1.1. Period Covered by Request. Requests must set forth a specific
period, not to exceed 180 days from the date of the request, for
which transaction information is sought. Fund Agent may request
transaction information older than 180 days from the date of the
request as it deems necessary to investigate compliance with
policies established or utilized by a Trust or
Fund Agent for the purpose of eliminating or reducing any dilution
of the value of the outstanding shares issued by a Fund.
A.1.2. Form and Timing of Response. Intermediary agrees to provide,
promptly upon request of Fund Agent, the requested information
specified in Section A.1. Intermediary agrees to use its best
efforts to determine promptly whether any specific person about
whom it has received the identification and transaction information
specified in Section A.1 is itself a "financial intermediary," as
that term is defined in Rule 22c-2 (an "Indirect Intermediary")
and, upon request of Fund Agent, promptly either (i) provide (or
arrange to have provided) the information set forth in Section A.1
for those Contractholders who hold an account with an Indirect
Intermediary or (ii) restrict or prohibit the Indirect Intermediary
from purchasing Shares in nominee name on behalf of other persons.
Intermediary additionally agrees to inform Fund Agent whether it
plans to perform (i) or (ii) above. Responses required by this
paragraph must be communicated in writing and in a format mutually
agreed upon by the Parties. To the extent practicable, the format
for any Contractholder and transaction information provided to Fund
Agent should be consistent with the NSCC Standardized Data
Reporting Format.
A.1.3. Limitations on Use of Information. Fund Agent agrees not to use the
information received hereunder for marketing or any other similar
purpose without the prior written consent of Intermediary;
provided, however, that this provision shall not limit the use of
publicly available information, information already in the
possession of Fund Agent, a Trust or their affiliates at the time
the information is received pursuant to this Amendment or
information which comes into the possession of Fund Agent, a Trust
or their affiliates from a third party.
B. Execution of Trading Restriction Instructions
B.1. 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 Contractholder that has been identified by Fund
Agent as having engaged in transactions in Shares (directly or indirectly
through Intermediary's account) that violate policies established or
utilized by a Trust or Fund Agent for the purpose of eliminating or
reducing any dilution of the value of the outstanding Shares issued by a
Fund. Unless otherwise directed by Fund Agent, any such restrictions or
prohibitions shall only apply to Contractholder-Initiated Transfer
Purchases or Contractholder-Initiated Transfer Redemptions that are
effected directly or indirectly through Intermediary.
B.1.1. Form of Instructions. Instructions must include the TIN, ITIN or
GII and the specific individual Contract owner number or
participant account number associated with the Contractholder, if
known, and the specific restriction(s) to be executed. If the TIN,
ITIN, GII or the specific
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individual Contract owner number or participant account number
associated with the Contractholder is not known, the instructions
must include an equivalent identifying number of the
Contractholder(s) or account(s) or other agreed upon information to
which the instruction relates.
B.1.2. Timing of Response. Intermediary agrees to execute instructions
from Fund Agent as soon as reasonably practicable, but not later
than five (5) business days after receipt of the instructions by
Intermediary.
B.1.3. Confirmation by Intermediary. Intermediary must provide written
confirmation to Fund Agent that Fund Agent's instructions to
restrict or prohibit trading have been executed. Intermediary
agrees to provide confirmation as soon as reasonably practicable,
but not later than ten (10) business days after the instructions
have been executed.
C. Definitions
For purposes of this Amendment, certain terms are used as defined in the
preamble or body of this Amendment. The following terms shall have the
following meanings, unless a different meaning is clearly required by the
context:
C.1. The term "Contractholder" means the holder of interests in a Contract or a
participant in an employee benefit plan with a beneficial interest in a
Contract.
C.2. The term "Contractholder-Initiated Transfer Purchase" means a transaction
that is initiated or directed by a Contractholder that results in a
transfer of assets within a Contract to a Fund, but does not include
transactions that are executed: (i) automatically pursuant to a
contractual or systematic program or enrollment such as a 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) pursuant to a Contract death benefit;
(iii) as a result of a one-time step-up in Contract value pursuant to a
Contract death benefit; (iv) as a result of an 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.
The term "Contractholder-Initiated Transfer Redemption" means a
transaction that is initiated or directed by a Contractholder 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
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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.
C.3. The term "Funds" shall mean the constituent series of the Trusts, but for
purposes of Section A of this Amendment shall not include Funds excepted
from the requirements of paragraph (a) of Rule 22c-2 by paragraph (b) of
Rule 22c-2.
C.4. The term "Fund Agent" shall mean AGID or such other persons or entities as
may be designated as such by the Trusts for purposes of this Amendment
from time to time.
C.5. The term "Participation Agreement" shall mean the Participation Agreement
and/or other similar agreement(s) relating to transactions in Shares to
which Intermediary or any of Intermediary's predecessors, successors or
affiliates is a party.
C.6. The term "promptly" shall mean as soon as practicable but in no event
later than ten (10) business days from Intermediary's receipt of the
request for information from Fund Agent
C.7. The term "Shares" means the interests of Contractholders corresponding to
the redeemable securities of record issued by a Fund.
C.8. The term "written" includes electronic writings and facsimile
transmissions.
In addition, for purposes of this Amendment, the term "purchase" does not
include the automatic reinvestment of dividends or distributions.
D. Additional Amendments to Participation Agreement
The Participation Agreement is hereby further amended to incorporate the
provisions set forth in Exhibit A hereto.
E. Scope of Amendment
Intermediary acknowledges and agrees that this Amendment shall apply to the
handling of all transactions in Shares, whether authorized under the
Participation Agreement or any other agreement between or among Intermediary
and a Trust, any transfer agent of a Trust, AGID, any other Fund Agent or any
of their affiliates, and further acknowledges and agrees that the Participation
Agreement and any other such agreement is hereby modified to the extent
necessary to reflect the agreements herein.
F. Effective Date
This Amendment shall be effective upon its execution hereof or, if later,
upon the effectiveness of the provisions of Rule 22c-2 relating to agreements
with "financial intermediaries" (as such term is defined in Rule 22c-2). Prior
to the effective date of this Amendment, AGID and Intermediary agree that any
request made to Intermediary by
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XXXX for Contractholder transaction information, and Intermediary's response to
such request, shall be governed by whatever practices AGID and Intermediary had
utilized in the absence of a formal agreement, if any, to govern such requests.
G. Additional Obligations
It shall be Intermediary's obligation to make any required notification(s)
to its Contractholders of the provisions of this Amendment and Intermediary
agrees to do so. Intermediary also agrees to provide point of sale disclosure
documents to its Contractholders consistent with applicable legal requirements
as in effect from time to time.
H. Amendments to Comply with Rule 22c-2
Without limiting any other provisions of this Amendment, including those
provisions set forth in Exhibit A hereto, the Parties agree that AGID may, upon
30 days' written notice to Intermediary, further amend or modify the
Participation Agreement without the affirmative consent of Intermediary in
order to comply with Rule 22c-2, as such rule may be revised or interpreted by
the Securities and Exchange Commission or its staff. Notice for these purposes
shall be deemed to be given when mailed or electronically transmitted to
Intermediary. Intermediary's submission and a Trust's or its designee's
acceptance of an order to purchase, redeem or exchange Shares after the
transmission of such notice shall represent Intermediary's acknowledgement and
acceptance of the terms and conditions of any such amendment.
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IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed
as of the date first above written.
ALLIANZ GLOBAL INVESTORS
DISTRIBUTORS LLC
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By:
Title:
AIG LIFE INSURANCE COMPANY
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By:
Title:
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
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By:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
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By:
Title:
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
--------------------------
By:
Title:
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EXHIBIT A
Additional Amendments to Participation Agreement
Capitalized terms used in the provisions set forth below are used as defined
in the Participation Agreement.
Compliance Matters. As required by the Participation Agreement, Intermediary
shall comply with provisions of the Prospectuses and Statement of Additional
Information of each Trust, and with applicable federal and state securities
laws. Among other things, Intermediary shall be responsible for reasonably
assuring that: (a) only orders to purchase, redeem or exchange Shares
received by Intermediary or any Indirect Intermediary prior to the Valuation
Time shall be submitted directly or indirectly by Intermediary to the Fund
or its transfer agent or other applicable agent for receipt of a price based
on the net asset value per Share calculated for that day in accordance with
Rule 22c-1 under the 1940 Act/1/; and (b) Intermediary shall cause to be
imposed and/or waived applicable redemption fees, if any, only in accordance
with the relevant Fund's then current Prospectuses or Statement of
Additional Information and/or as instructed by Fund Agent. Intermediary
further agrees to make reasonable efforts to assist the Funds and their
service providers (including but not limited to Fund Agent) to detect,
prevent and report market timing or excessive short-term trading of Shares.
To the extent Intermediary has actual knowledge of violations of Fund
policies (as set forth in the applicable Fund's then current Prospectuses or
Statement of Additional Information) regarding (i) the timing of purchase,
redemption or exchange orders and pricing of Shares, (ii) market timing or
excessive short-term trading, or (iii) the imposition of redemption fees, if
any, Intermediary agrees to report such known violations to Fund Agent. For
purposes of this provision, the term "Valuation Time" refers to the time as
of which the Shares are valued on each business day, currently the close of
regular trading on the New York Stock Exchange (normally, 4:00 p.m., Eastern
Time) on each day that the New York Stock Exchange is open for business.
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/1/ Orders to purchase, redeem or exchange Fund shares received by Intermediary
subsequent to the Valuation Time on any given day shall receive a price
based on the next determined net asset value per Share in accordance with
Rule 22c-1 under the 1940 Act.
