EXHIBIT (h)(45)(a)
Credit Suisse Funds
Rule 22c-2 Shareholder Information Agreement
This Shareholder Information Agreement (the "Agreement") is entered into as
of April 16, 2007 by and between (i) Credit Suisse Asset Management Securities,
Inc. ("CSAMSI"), on behalf of each of the Credit Suisse Funds, and (ii) the
undersigned intermediary ("Intermediary," and together with CSAMSI, the
"Parties") with an effective date of October 16, 2007 or such earlier date as
mutually agreed upon by the parties.
WHEREAS, prior to the effective date of this Agreement, the Fund (as defined
below) and Intermediary agree that any request made to Intermediary by the Fund
for shareholder transaction information, and Intermediary's response to such
request, shall be governed by whatever practices the Fund and Intermediary had
utilized in the absence of a formal agreement, if any, to govern such request;
WHEREAS, CSAMSI is the distributor and principal underwriter for the Credit
Suisse Funds;
WHEREAS, Intermediary facilitates trading for shareholders investing in one
or more Credit Suisse Funds;
WHEREAS, Rule 22c-2 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires mutual funds to enter into "shareholder information
agreements" with "financial intermediaries" that hold fund shares on behalf of
other investors in omnibus accounts and submit orders to purchase or redeem
fund shares on behalf of such investors directly to the fund, its transfer
agent or principal underwriter ("Rule 22c-2"); and
WHEREAS, CSAMSI has identified Intermediary as a "financial intermediary" as
defined in Rule 22c-2.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
set forth below, the parties hereby agree as follows:
1. Definitions. For purposes of this Agreement:
A. The term "Fund" includes the transfer agent for the Credit Suisse Funds,
CSAMSI and/or one or more of the Credit Suisse Funds. The term does not include
any Credit Suisse money market fund or any other "excepted fund" as defined in
Rule 22c-2(b) under the 1940 Act. A Fund designee includes any third party the
Fund has contracted with to perform some or all of the services herein.
B. The term "policies established by the Fund" means all policies
established for the purposes of eliminating or reducing frequent trading in
shares of the Fund as described in a
Fund's prospectus(es) and/or statement(s) of additional information, as amended
or supplemented from time to time.
C. The term "promptly" as used in this Agreement shall mean as soon as
reasonably practicable but in no event later than ten (10) business days from
Intermediary's receipt of the request for information from the Fund or its
designee, except as described in Section 6 of this Agreement.
D. The term "purchase" does not include the automatic reinvestment of
dividends.
E. The term "Shares" means the interests of Shareholders corresponding to
the redeemable securities of record issued by the Fund under the 1940 Act that
are beneficially owned by clients or customers of Intermediary.
F. The term "Shareholder" means the beneficial owner of Shares, whether the
Shares are held directly or by Intermediary in nominee name.
G. For retirement record keepers, the term "Shareholder" means the
retirement plan (the "Plan") participant notwithstanding that the Plan may be
deemed to be the beneficial owner of Shares.
H. For insurance companies, the term "Shareholder" means the holder of
interests in a variable annuity or variable life insurance contract issued by
Intermediary.
I. The term "written" includes any electronic writing or facsimile
transmission.
2. Agreement to Provide Information.
A. Intermediary agrees to provide the Fund or its designee, upon written
request, the taxpayer identification number ("TIN"), the Individual Taxpayer
Identification Number ("ITIN"), or other government-issued identifier ("GII"),
if known, of any or all Shareholder(s) of the account and the name or other
identifier of any investment professional(s) associated with the Shareholder(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 (collectively, "Shareholder Information").
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 the CSAMSI; therefore, the Shareholder
Information provided for a certain period will not be equal to the omnibus
trades made during that same period.
Shareholder Information requests must be directed to the Intermediary's
representatives as identified in Appendix A to this Agreement.
B. Period Covered by Request. Requests must set forth a specific period,
generally not to exceed ninety (90) calendar days from the date of the request,
for which transaction
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information is sought. The Fund or its designee may request transaction
information older than ninety (90) calendar days from the date of the request
if the Fund deems it necessary to investigate compliance with policies
established by the Fund for the purpose of eliminating or reducing any dilution
of the value of the outstanding shares issued by the Fund.
The market timing prevention policies of Intermediary, which are attached to
this Agreement as Appendix B, and of each Fund, as described in its
currently-effective prospectus, are made a part of this agreement.
C. Form and Timing of Response. (a) Intermediary agrees to provide, promptly
upon request of the Fund or its designee, the requested information specified
in Section 2A above. If requested by the Fund or its designee, 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 2A above is itself a financial intermediary
("Indirect Intermediary") and, upon further request of the Fund or its
designee, promptly either (i) provide (or arrange to have provided) to the Fund
or its designee the information set forth in Section 2A above for those
Shareholders who hold an account with an Indirect Intermediary or (ii) if
directed by the Fund or its designee, 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 or its designee 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 parties; and (c) To the extent practicable, the
format for any transaction information provided to the Fund or its designee,
should be consistent with the NSCC Standardized Data Reporting Format.
D. Limitations on Use of Information. The Fund agrees not to use the
Shareholder Information received for any purpose (i) other than as necessary to
comply with the provisions of Rule 22c-2, nor (ii) for any purpose not
permitted under the privacy provisions of Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act
and comparable state laws, including, but not limited to marketing or any other
similar purpose without the prior written consent of Intermediary.
3. Agreement to Restrict Trading.
A. Intermediary agrees to execute written instructions from the Fund or its
designee, to restrict or prohibit further purchases or exchanges of Shares by a
Shareholder who has been identified by the Fund as having engaged in
transactions of the Fund's shares (directly or indirectly through
Intermediary's account) that violate policies established by the Fund for the
purpose of eliminating or reducing any dilution of the value of the outstanding
Shares issued by the Fund.
B. Form of Instructions. Instructions to restrict or prohibit trading must
include the TIN, ITIN or GII if known, and the specific restriction(s) to be
executed. 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 instruction relates.
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C. Timing of Response. Intermediary agrees to execute instructions as soon
as reasonably practicable, but not later than ten (10) business days after
receipt of the instructions by Intermediary.
D. Confirmation by Intermediary. Intermediary must provide written
confirmation to the Fund or its designee that instructions from the Fund or its
designee have been executed. Intermediary agrees to provide confirmation as
soon as reasonably practicable, but not later than 15 business days after the
instructions have been executed.
4. Entire Agreement.
This Agreement constitutes the entire understanding among the parties as to
the obligations with respect to matters discussed herein. This Agreement is not
intended to amend or terminate any other agreements among the parties that
relate to the Credit Suisse Funds; provided, however, that (i) to the extent
that the provisions of any other agreement among the parties are inconsistent
with the terms of this Agreement, this Agreement shall control with respect to
the matters discussed herein, and (ii) a breach of this Agreement shall
constitute a cause to terminate any other agreements among the parties that
relate to the Credit Suisse Funds.
5. 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.
6. 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.
7. Amendment.
CSAMSI may amend this Agreement by providing advance written notice any such
amendments to Intermediary. If Intermediary continues to maintain accounts that
hold shares of the Credit Suisse Funds sixty (60) days after the receipt of
such amendment(s), Intermediary shall be deemed to have agreed to all terms and
conditions set forth in such amendment(s). Intermediary may amend Appendix A or
Appendix B by providing advance written notice of any such amendments to the
Fund.
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8. Termination.
CSAMSI may terminate this Agreement by providing written notice of such
termination to Intermediary. Intermediary may terminate this Agreement by
providing sixty (60) days' written notice of such intention to terminate this
Agreement to CSAMSI; provided, however, that no such notice of termination
shall become effective for so long as Intermediary continues to maintain
accounts that hold shares of any Credit Suisse Fund.
9. Choice of Law.
This Agreement shall be construed in accordance with the laws of the State
of New York, without respect to conflict of law principles, and the 1940 Act.
10.Counterparts.
This Agreement may be executed in one or more counterparts each which, when
taken together, shall constitute a single instrument.
IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed
as of the date first above written.
CREDIT SUISSE ASSET MANAGEMENT SECURITIES, INC.
By:
-------------------------------
Name:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
By: Attest:
------------------------------- ------------------------------
Name: Name:
Title: Title:
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Appendix A
Representatives of the Intermediary
Requests for Shareholder Information or Trading Restrictions must be directed
to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Counsel
AIG American General
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
and to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Variable Products Accounting
AIG American General
▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
▇-▇
▇▇▇▇▇▇▇▇ ▇
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 any one 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.
In addition, Policy Owners incur a $25 charge for each transfer in excess of
12 each Policy year.
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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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