Exhibit (8)(c)(ii)
RULE 22C-2 AGREEMENT
THIS AGREEMENT is made effective as of April 16, 2007 by Delaware Service
Company, Inc. ("DSC") and AIG Life Insurance Company and American International
Life Assurance Company of New York ("Intermediary"):
WHEREAS, DSC serves as transfer agent for the Delaware Funds group of mutual
funds (the "Funds");
WHEREAS, Intermediary submits trades on behalf of indirect intermediaries or
others that maintain on the books of DSC one or more omnibus accounts that hold
shares of the Funds on behalf of its customers that are invested in the Funds
and for which the indirect intermediary or others maintain individual accounts;
WHEREAS, pursuant to Rule 22c-2 under the Investment Company Act of 1940
(the "1940 Act"), the Funds, or on the Fund's behalf, the Fund's principal
underwriter or transfer agent, is required to enter into an agreement with
Intermediary under which Intermediary is required to provide the Funds, upon
request, with certain shareholder and account information and to prohibit
transactions that violate each Fund's purchase blocking policy;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereby agree as follows:
SHAREHOLDER INFORMATION
1. AGREEMENT TO PROVIDE INFORMATION. Intermediary agrees to provide the Fund,
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 Shareholders)
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 transaction type (purchase, redemption, transfer or exchange) of
every purchase, redemption, transfer, or exchange of Shares held through an
account maintained by the Intermediary during the period covered by the
request (collectively, "Shareholder Information"). Written requests for
Shareholder Information shall be directed to representatives of Intermediary
as set forth in Appendix A to this Agreement.
Intermediary will generally only be required to provide the information in
regard to transactions that are initiated or directed by the Sharehholder,
and shall not be required to provide information in regard to transactions
that are executed automatically by the Intermediary, such transactions
resulting from dollar cost averaging programs, automatic rebalancing
programs, periodic deduction of fees, and redemptions pursuant to a
systematic withdrawl plan. In any event, Intermediary shall provide
transaction information, as described in this paragraph,
# 232492 v. Final AIG-AG
upon subsequent or parallel requests by the Funds specifically requesting
this type of information.
(A)INFORMATION REQUEST. Requests must set forth a specific period, not to
exceed ninety (90) days prior to the date of the request and current to
five (5) business days preceding the date of the request, for which
transaction information is sought. The Fund may request transaction
information older than ninety (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 any dilution of
the value of the outstanding shares issued by the Fund. The Fund shall
deliver its written requests for Shareholder Information via overnight
mail.
(B)FORM AND TIMING OF RESPONSE. Intermediary agrees to transmit the
requested information that is on its books and records to the Fund or
its designee promptly, but in any event not later than ten (10) business
days, after receipt of a request. If requested by the Fund or its
designee, Intermediary agrees to use best efforts to determine promptly,
but in any event not later than ten (10) business days after receipt of
a specific request, whether any specified person about whom it has
received the identification and transaction information specified in
Paragraph 1 above is itself a financial intermediary ("indirect
intermediary") and, upon further request of the Fund or its designee,
promptly, but in any event not later than ten (10) business days after
receipt of such request, either (i) obtain and transmit (or arrange to
have transmitted) the requested information specified in Paragraph 1
above 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 other persons, securities
issued by the Fund. In such instance, Intermediary agrees to inform the
Fund whether it plans to perform (i) or (ii).
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 transaction information
provided to the Fund should be consistent with the NSCC Standardized
Data Reporting Format.
(C)LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use the
information received for marketing or any other similar purpose without
the prior written consent of the Intermediary. The Fund may, however,
use the information received to ensure compliance with the Fund's
compliance policies and procedures. Notwithstanding any of the above,
the Fund agrees not to use the Shareholder Information received for any
purpose expressly prohibited by the privacy provisions of Title V of the
2 # 232492 v. Final AIG-▇▇
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act and comparable state laws, without the prior
written consent of Intermediary.
2. AGREEMENT TO RESTRICT TRADING. 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 the Fund's Shares (directly or indirectly
through the 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.
(A)FORM OF INSTRUCTIONS. Instructions 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 Shareholders) or account(s) or other agreed
upon information to which the instruction relates. The Fund shall direct
written instructions to restrict or prohibit trading to representatives
of Intermediary as set forth in Appendix A to this Agreement.
(B)TIMING OF RESPONSE. Intermediary agrees to execute instructions to
restrict or prohibit trading as soon as reasonably practicable, but in
any event not later than ten (10) business days after receipt of the
instructions by the Intermediary.
(C)CONFIRMATION BY INTERMEDIARY. Intermediary must provide written
confirmation to the Fund that instructions 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.
3. FORCE MAJEURE. Either party shall be 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.
4. DEFINITIONS. For purposes of this Agreement:
(A)The term "Fund" includes the fund's principal underwriter and transfer
agent. The term not does include any "excepted funds" as defined in SEC
Rule 22c-2(b) under the ▇▇▇▇ ▇▇▇.
(B)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 held by the Intermediary.
3 # 232492 v. Final AIG-AG
(C)The term "Shareholder" means the holder of interests in a variable
annuity or variable life insurance contract issued by the Intermediary.
(D)The term "Intermediary" shall mean a "financial intermediary" as defined
in SEC Rule 22c-2.
(E)The term "purchase" does not include the automatic reinvestment of
dividends.
(F)The term "written" includes electronic writings and facsimile
transmissions.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the date first written above.
Delaware Service Company, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
_____________________________
Name: ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Title: Vice President
AIG LIFE INSURANCE COMPANY
By: /s/ ▇▇▇▇ Israel Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________ _____________________________
Name: ▇▇▇▇ Israel Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior VP Product Development Title: Assistant Secretary
(Seal)
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
By: /s/ ▇▇▇▇ Israel Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_____________________________ _____________________________
Name: ▇▇▇▇ Israel Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior VP Product Development Title: Assistant Secretary
(Seal)
4 # 232492 v. Final AIG-AG
APPENDIX A
REPRESENTATIVES OF THE INTERMEDIARY
Requests for Shareholder Information or Trading Restrictions shall be directed
to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Senior Counsel
AIG American General
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇-▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
And to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Variable Products Accounting
AIG American General
▇▇▇▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
5 # 232492 v. Final AIG-AG