EXHIBIT (8)(n)
September 7, 2012
AllianceBernstein Investments, Inc. (f/k/a Alliance Fund Distributors, Inc.)
AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P. )
AllianceBerstein Investor Services, Inc.
(f/k/a Alliance Global Investor Services, Inc.)
AllianceBernstein Variable Products Series Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Re: (1) Participation Agreement among SunAmerica Annuity and Life Assurance
Company (formerly AIG SunAmerica Life Assurance Company and Anchor
National Life Insurance Company)("SAAL"), SunAmerica Capital Services,
Inc., Alliance Capital Management L.P. and Alliance Fund Distributors,
Inc.("AFD"), dated as of June 1, 2002;
(2) Participation Agreement among American General Life Insurance Company
of Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"),
American General Equity Services Corporation ("AGESC") (formerly AIG
Equity Sales Corp.), Alliance Capital Management L.P. and Alliance
Fund Distributors, Inc. dated May 1, 1999 ("AGL of Delaware
Agreement");
(3) Participation Agreement among AGL of Delaware, AllianceBernstein
Variable Products Series Fund, Inc. (formerly Alliance Variable
Products Series Fund, Inc.) and Alliance Fund Distributors, Inc. dated
May 1, 1995 (also referred to as "AGL of Delaware Agreement");
(4) Fund Participation Agreement among AGL of Delaware and Alliance Global
Investor Services, Inc. dated February 22, 2002 (also referred to as
"AGL of Delaware Agreement");
(5) Administrative Services Agreement between SAAL and AFD, dated June 1,
2002;
(6) Agreement between AGL of Delaware and Alliance Capital Management,
L.P.
(7) Information Sharing Agreement between SAAL and AllianceBernstein
Investor Services, Inc. on behalf of the AllianceBernstein Variable
Products Series Fund, Inc., dated April 16, 2007;
(8) Rule 22c-2 Information Sharing and Restricted Trading Agreement
between AGL of Delaware and AllianceBernstein Investor Services, Inc.
on behalf of the AllianceBernstein Variable Products Series Fund, Inc.
dated April 16, 2007 (also referred to as "AGL of Delaware
Agreement").
(each an "Agreement", and collectively, the "Agreements") (SAAL and
AGL of Delaware collectively referred to hereinafter as the "Merged
Companies").
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreements to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate. Also, AGESC replaced AIG Equity Sales Corp.
("AIG Equity"). AGESC is a registered broker-dealer under the Securities
Exchange Act of 1934. All references in the AGL of Delaware Agreements to AIG
Equity are hereby placed with American General Equity Services Corporation or
AGESC as appropriate.
Alliance Fund Distributors, Inc.
September 7, 2012
Page 2 of 4
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which a trust acted as an investment vehicle for
separate accounts established by the Merged Companies for variable universal
life insurance policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies were a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
thereunder.
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assign the rights, duties and obligations
of each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for any of the Agreement(s) providing for the payment of fees pursuant to Rule
12b-1 of the Investment Company Act of 1940, as amended, under the terms of such
agreement(s). The foregoing shall not affect any existing obligation to pay such
fees through December 31, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By: __________________________________________
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
Alliance Fund Distributors, Inc.
September 7, 2012
Page 3 of 4
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: __________________________________ By: ________________________________
Name: Name:
Title: Title
AMERICAN GENERAL EQUITY SERVICES CORPORATION
ATTEST:
By: __________________________________ By: ________________________________
Name: Name:
Title: Title
Consented to, acknowledged and agreed:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By: __________________________________
Name:
Title:
ALLIANCEBERNSTEIN L.P.
By: __________________________________
Name:
Title:
Alliance Fund Distributors, Inc.
September 7, 2012
Page 4 of 4
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC. ON BEHALF
OF THE ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
By: __________________________________
Name:
Title:
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By: __________________________________
Name:
Title:
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
By: __________________________________
Name:
Title:
September 7, 2012
American Funds Insurance Series
American Funds Distributors, Inc.
American Funds Service Company
000 X. Xxxx Xxxxxx, 00/xx/ Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President
Re: (1) Fund Participation Agreement among each of SunAmerica Annuity and Life
Assurance Company (formerly AIG SunAmerica Life Assurance Company and
Anchor National Life Insurance Company) ("SAAL"), SunAmerica Series
Trust and Capital Research and Management ("CRMC") dated August 30,
2006, as amended;
(2) Fund Participation Agreement among each of SAAL, American Funds
Insurance Series ("AFIS") and CRMC dated September August 30, 2002, as
amended;
(3) Business Agreement by and among SAAL, SunAmerica Capital Services,
Inc. ("SACS"), American Funds Distributors, Inc. ("AFD") and CRMC
dated September 1, 2006, as amended;
(4) Business Agreement by and among SAAL, SACS, AFD and CRMC dated
September 30, 2002, as amended;
(5) Information Sharing Agreement by and between SAAL and American Funds
Services Company on behalf of AFIS, dated April 16, 2007
(6) Business Agreement between American General Life Insurance Company of
Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"),
American Funds Distributors, Inc. and American Funds Service Company
dated August 15, 2002 ("AGL of Delaware Agreement")
(7) Rule 22c-2 Information Sharing and Restricted Trading Agreement by and
between AGL of Delaware and American Funds Service Company dated April
16, 2007 (also referred to as "AGL of Delaware Agreement")
(each an "Agreement", and collectively, the "Agreements") (SAAL and
AGL of Delaware collectively referred to hereinafter as the "Merged
Companies")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreements to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
American Funds Insurance Series
September 7, 2012
Page 2 of 4
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which your companies' retail investment companies
and/or related trust(s) acted as an investment vehicle for separate accounts
established by the Merged Companies for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies were a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
thereunder.
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assign the rights, duties and obligations
of each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for any of the Agreement(s) providing for the payment of fees pursuant to Rule
12b-1 of the Investment Company Act of 1940, as amended, under the terms of such
agreement(s). The foregoing shall not affect any existing obligation to pay such
fees through December 31, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By: __________________________________________
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
SUNAMERICA CAPITAL SERVICES, INC.
By: __________________________________________
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
American Funds Insurance Series
September 7, 2012
Page 3 of 4
SUNAMERICA SERIES TRUST
By: __________________________________________
Name: Xxxx X. Xxxxxx
Title: Vice President and Secretary
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: __________________________________ By: ________________________________
Name: Name:
Title: Title:
Consented to, acknowledged and agreed:
AMERICAN FUNDS DISTRIBUTORS, INC.
By: __________________________________
Name:
Title:
CAPITAL RESEARCH AND MANAGEMENT
By: __________________________________
Name:
Title:
AMERICAN FUNDS INSURANCE SERIES
By: __________________________________
Name:
Title:
American Funds Insurance Series
September 7, 2012
Page 4 of 4
AMERICAN FUNDS SERVICES COMPANY
By: __________________________________
Name:
Title:
September 7, 2012
MFS Variable Insurance Trust
MFS Fund Distributors, Inc.
c/o Massachusetts Financial Services Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: (1) Participation Agreement among Western National Life Insurance Company
(f/k/a American General Annuity Insurance Company) ("WNL"), MFS
Variable Investment Trust ("Fund Partner") and Massachusetts Financial
Services Company dated November 15, 2000
(2) Rule 22c-2 Information Sharing Agreement between MFS Fund Distributors
and WNL dated April 16, 2007
(3) Participation Agreement between MFS Fund Distributors, Inc. and
American General Life Insurance Company of Delaware (formerly AIG Life
Insurance Company) ("AGL of Delaware") dated March 20, 2002 ("AGL of
Delaware Agreement")
(4) Rule 22c-2 Shareholder Information Agreement between MFS Fund
Distributors, Inc. and AGL of Delaware dated April 16, 2007 (also
referred to as "AGL of Delaware")
(each an "Agreement", and collectively, the "Agreements") (WNL and
AGLD are referred to hereinafter as the "Merged Company")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreements to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which your companies' retail investment companies
and/or related trust(s) acted as an investment vehicle for separate accounts
established by the Merged Companies for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies was a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
thereunder.
MFS Variable Insurance Trust
MFS Fund Distributors, Inc.
September 7, 2012
Page 2 of 3
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assign the rights, duties and obligations
of each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for any of the Agreement(s) providing for the payment of fees pursuant to Rule
12b-1 of the Investment Company Act of 1940, as amended, under the terms of such
agreement(s). The foregoing shall not affect any existing obligation to pay such
fees through December 31, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
WESTERN NATIONAL LIFE INSURANCE COMPANY
By: __________________________________
Name:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: __________________________________ By: ________________________________
Name: Name:
Title: Title:
MFS Variable Insurance Trust
MFS Fund Distributors, Inc.
September 7, 2012
Page 3 of 3
CONSENTED TO, ACKNOWLEDGED AND AGREED:
MFS FUND DISTRIBUTORS, INC.
By: __________________________________
Name:
Title:
MFS VARIABLE INSURANCE TRUST
By: __________________________________
Name:
Title:
September 7, 2012
Xxxxxxxxxxx Variable Account Funds
OppenheimerFunds Distributor, Inc.
Two World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: (1) Participation Agreement among Western National Life Insurance Company
(f/k/a American General Annuity Insurance Company) ("WNL"),
Xxxxxxxxxxx Variable Account Fund, OppenheimerFunds, Inc. dated
November 23, 1998, as amended
(2) Letter of Understanding between Xxxxxxxxxxx Funds, Inc. and WNL dated
November 23, 1998
(3) Letter of Understanding between OppenheimerFunds, Inc. and American
General Life Insurance Company dated December 1, 1999
(4) Shareholder Information Agreement between Xxxxxxxxxxx Funds Services,
Inc. Xxxxxxxxxxx Funds Distributor, Inc. and WNL dated February 15,
2007
(5) Participation Agreement between American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware") and OppenheimerFunds Distributor, Inc. dated as of April 1,
2002 ("AGL of Delaware Retail Agreement")
(6) Participation Agreement between AGL of Delaware, Xxxxxxxxxxx Variable
Account Funds and OppenheimerFunds, Inc. dated January 4, 2001 ("AGL
of Delaware VAF Agreement")
(7) Letter of Understanding between AGL of Delaware and OppenheimerFunds,
Inc. dated November 29, 2000 (also referred to "AGL of Delaware VAF
Agreement")
(8) Rule 22c-2 Information Sharing and Restricted Trading Agreement
between OppenheimerFunds Services, OppenheimerFunds Distributor, Inc.
and AGL of Delaware dated April 16, 2007 (also referred to "AGL of
Delaware VAF Agreement")
(each an "Agreement", and collectively, the "Agreements") (WNL and
AGLD collectively referred to hereinafter as the "Merged Companies")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Retail Agreement and AGL of Delaware
VAF Agreements to AIG Life Insurance Company shall be changed to American
General Life Insurance Company of Delaware or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Xxxxxxxxxxx Variable Account Funds
OppenheimerFunds Distributor, Inc.
September 7, 2012
Page 2 of 3
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which your companies' retail investment companies
and/or related trust(s) acted as an investment vehicle for separate accounts
established by the Merged Companies for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies was a party to
the Agreements, then all rights, duties, liabilities and obligations arising
under the Agreements with respect to each of the Merged Companies will be
assumed by American General, effective as of the Merger. All terms, conditions
and obligations under the Agreements shall remain unchanged.
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assignment of the rights, duties,
liabilities and obligations of each of the Merged Companies to American General,
as described above, effective as of the Merger. To the extent applicable, your
signature below is deemed consent to an effective date of January 1, 2013 for
any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1
of the Investment Company Act of 1940, as amended, under the terms of such
agreement(s). The foregoing shall not affect any existing obligations of
American General or any predecessor entities to pay 12b-1 or other fees through
December 31, 2012 or subsequent to the new effective date and American General
shall satisfy all payment obligations to you
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
WESTERN NATIONAL LIFE INSURANCE COMPANY
By: __________________________________
Name:
Title:
Xxxxxxxxxxx Variable Account Funds
OppenheimerFunds Distributor, Inc.
September 7, 2012
Page 3 of 3
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: __________________________________ By: _______________________________
Name: Name:
Title: Title:
CONSENTED TO, ACKNOWLEDGED AND AGREED:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: __________________________________
Name:
Title:
XXXXXXXXXXX VARIABLE ACCOUNT OPPENHEIMERFUNDS, INC. (on its own
FUNDS and on behalf of its own division,
OppenheimerFunds Services)
By: __________________________________ By: _______________________________
Name: Name:
Title: Title:
September 7, 2012
Xxxxxx Variable Trust
Xxxxxx Retail Management, LP
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: (1) Participation Agreement among Western National Life Insurance Company
(f/k/a American General Annuity Insurance Company) ("WNL"), Xxxxxx
Variable Trust ("Fund Partner") and Xxxxxx Retail Management Limited
Partnership (f/k/a Xxxxxx Retail Management, Inc.) dated November 15,
2000
(2) Fund Participation Agreement between American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware") and Xxxxxx Retail Management Limited Partnership (f/k/a
Xxxxxx Retail Management, LP) dated May 31, 2002 ("AGL of Delaware
Agreement")
(3) Rule 22c-2 Agreement among Xxxxxx Fiduciary Trust Company, Xxxxxx
Retail Management Limited Partnership and WNL (f/k/a AIG Annuity
Insurance Company) dated February 12, 2007
(each an "Agreement", and collectively, the "Agreements") (WNL and
AGLD are collectively referred to hereinafter as the "Merged
Companies")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreement to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which your companies' retail investment companies
and/or related trust(s) acted as an investment vehicle for separate accounts
established by the Merged Companies for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies was a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
thereunder.
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assign the rights, duties and obligations
of each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an
Xxxxxx Variable Trust
Xxxxxx Retail Management, LP
September 7, 2012
Page 2 of 3
effective date of January 1, 2013 for any of the Agreement(s) providing for the
payment of fees pursuant to Rule 12b-1 of the Investment Company Act of 1940, as
amended, under the terms of such agreement(s). The foregoing shall not affect
any existing obligation to pay such fees through December 31, 2012 or subsequent
to the new effective date.
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
WESTERN NATIONAL LIFE INSURANCE COMPANY
By: __________________________________
Name:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: __________________________________ By: ________________________________
Name: Name:
Title: Title:
Xxxxxx Variable Trust
Xxxxxx Retail Management, LP
September 7, 2012
Page 3 of 3
CONSENTED TO, ACKNOWLEDGED AND AGREED:
XXXXXX RETAIL MANAGEMENT XXXXXX VARIABLE TRUST
LIMITED PARNERSHIP
By: __________________________________ By: ________________________________
Name: Name:
Title: Title:
XXXXXX INVESTOR SERVICES, INC.
By: __________________________________
Name:
Title:
August 31, 2012
Vanguard Variable Insurance Fund
The Vanguard Group, Inc.
Vanguard Marketing Corporation
P. O. Box 2600
Valley Forge, PA 19482
Re: (1) Fund Participation Agreement between American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware") and The Vanguard Group, Inc. dated December 27, 2001
(2) Participation Agreement between AGL of Delaware, The Vanguard Group,
Inc., Vanguard Variable Insurance Fund and Vanguard Marketing
Corporation dated May 22, 2001
(3) Participation Agreement between AGL of Delaware, The Vanguard Group,
Inc., Vanguard Variable Insurance Fund and Vanguard Marketing
Corporation dated September 2, 2003
(2) Rule 22c-2 Amendment to Agreements between Vanguard Variable Insurance
Fund, The Vanguard Group, Inc., Vanguard Marketing Corporation and AGL
of Delaware dated April 16, 2007
(each an "Agreement", and collectively, the "Agreements") (AGL of
Delaware referred to hereinafter as the "Merged Company")
Dear Fund Partner:
Effective December 8, 2009, the Merged Company changed its name from AIG
Life Insurance Company to American General Life Insurance Company of Delaware.
Any and all references in the Agreements to AIG Life Insurance Company shall be
changed to American General Life Insurance Company of Delaware or AGL of
Delaware, as appropriate.
As you may already be aware, the Merged Company will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have agreements with the Merged
Company pursuant to which a trust acted as an investment vehicle for separate
accounts established by the Merged Company for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if the Merged Company was a party to the
Agreements, then all rights, duties and obligations arising under the Agreements
would be effectively assumed by American General which company will assume the
rights, duties and obligations of the Merged Company thereunder.
Vanguard Variable Insurance Fund
The Vanguard Group, Inc.
August 31, 2012
Page 2 of 3
To the extent applicable law and/or any of the Agreements require prior
written consent for the assignment and continuation of the Agreements, please
sign below indicating such consent to assign the rights, duties and obligations
of the Merged Company to American General. To the extent applicable, your
signature below is deemed consent to an effective date of January 1, 2013 for
any of the Agreement(s) providing for the payment of fees pursuant to Rule 12b-1
of the Investment Company Act of 1940, as amended, under the terms of such
agreement(s). The foregoing shall not affect any existing obligation to pay such
fees through December 31, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be an original.
Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: __________________________________ By: _______________________________
Name: Name:
Title: Title:
Consented to, acknowledged and agreed:
VANGUARD VARIABLE INSURANCE FUND
By: __________________________________
Name:
Title:
Vanguard Variable Insurance Fund
The Vanguard Group, Inc.
August 31, 2012
Page 3 of 3
THE VANGUARD GROUP, INC.
By: __________________________________
Name:
Title:
VANGUARD MARKETING CORPORATION
By: __________________________________
Name:
Title:
