EXHIBIT (h)(4)(b)
AMENDMENT NO. 6 TO
FUND PARTICIPATION AGREEMENT
This Amendment No. 6 to the Fund Participation Agreement ("Agreement")
dated September 30, 2002 between American General Life Insurance Company
("AGL"), American Funds Insurance Series (the "Series") and Capital Research
and Management Company ("CRMC") is effective as of ____________, 2014. All
capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such term in the Agreement.
WHEREAS, the parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,
and intending to be legally bound, the Agreement is hereby amended as follows:
1. The fourth recital is deleted in its entirety and replaced with the
following:
"WHEREAS, certain Funds will serve as the underlying investment medium
for the Contracts; and"
2. Section 6 is hereby deleted in its entirety and replaced by the
following:
6. The Series has made and agrees to make Class 2, Class 4, and Class P2
shares of the Funds that offer such share classes available to the
Contracts (except for the American Pathway II Contracts). The Series has
made and agrees to make Class 3 shares available solely to the Accounts for
the American Pathway II Contract and the parties agree that the American
Pathway II Contracts shall only have Class 3 shares available as underlying
investment options. AGL agrees to give the Series and CRMC at least 30
days' notice prior to adding any additional Funds or additional share
classes of any Funds as underlying investment options to the Contracts. AGL
will be entitled to a Rule 12b-1 fee paid by the Series and to be accrued
daily and paid monthly at an annual rate of 0.25% of the average daily net
assets of the Class 2, Class 4, and Class P2 shares of each Fund
attributable to the Contracts with investments in Accounts corresponding to
the Class 2, Class 4, and Class P2 shares of each Fund for as long as the
Series' Plan of Distribution pursuant to Rule 12b-1 under the 1940 Act for
each of Class 2, Class 4, and Class P2 shares (each, a "12b-1 plan")
remains in effect. AGL will be entitled to a Rule 12b-1 fee paid by the
Series and to be accrued daily and paid monthly at an annual rate of 0.18%
of the average daily net assets of the Class 3 shares of each Fund
attributable to the American Pathway II Contracts with investments in
Accounts corresponding to the Class 3 shares of each Fund for as long as
the Series' Class 3 share 12b-1 plan remains in effect.
3. The following Sections 6b(i) and (ii) are added to the Agreement:
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6b(i) During the term of this Agreement, Insurance Company shall perform
the administrative services ("Services") set forth on Exhibit A hereto
(which Exhibit A shall become part of the Agreement), as such exhibit may
be amended from time to time by mutual consent of the parties, in respect
of Accounts holding Class 4 Shares and/or Class P2 Shares of each Fund. In
consideration of Insurance Company performing the Services, the Series
agrees to pay Insurance Company an administrative services fee of 0.25% of
the average daily net asset value of all Class 4 Shares and Class P2 Shares
of the Funds held by each Account, payable quarterly, in arrears pursuant
to an Insurance Administrative Services Plan adopted by the Series. The
Series shall pay all fees within forty-five (45) days following the end of
each calendar quarter for fees accrued during that quarter. The fee will be
calculated as the product of (a) the average daily net asset value of all
Class 4 Shares or Class P2 Shares, as applicable, of the Funds held by each
Account during the quarter; (b) the number of days in the quarter; and
(c) the quotient of 0.0025 divided by 365. CRMC will evaluate periodically
Insurance Company's service levels, including compliance with established
NSCC guidelines, transaction errors, compliance with the prospectus and
complaints from Contract owners, in determining whether to continue making
payments under the Insurance Administrative Services Plan. Insurance
Company represents to the Series and CRMC that it will not receive
compensation for the Services from Contract holder fees or any other source.
6b(ii) The Insurance Company, directly or through subcontractors (including
a designated affiliate), shall provide the certain services described in
this Agreement in respect of Class 2 and Class 3 shares on behalf of
American Funds Distributors, Inc., ("AFD"), American Funds Service Company
("Transfer Agent") and the Funds in connection with the sale and servicing
of the Contracts. The services to be provided by the Insurance Company to
its Accounts include, (i) mailing and otherwise making available to
Contract holders, shareholder communications including, without limitation,
prospectuses, proxy materials, shareholder reports, unaudited semi-annual
and audited annual financial statements, and other notices; (ii) handling
general questions regarding the Funds from Contract holders including,
without limitation, advising as to performance, yield being earned,
dividends declared, and providing assistance with other questions
concerning the Funds; (iii) preparing and mailing periodic account
statements showing the total number of Account units owned by the Contract
holder in that account, the value of such units, and purchases,
redemptions, dividends, and distributions in the account during the period
covered by the statement; and (iv) preparing and mailing IRS Form 1099-R,
IRS Form W-2 and/or other IRS forms as required by applicable Internal
Revenue Service rules and regulations. Administrative services to Contract
holders shall be the responsibility of the Insurance Company and shall not
be the responsibility of AFD, Transfer Agent or any of their affiliates.
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4. The following Section 35 is added to the Agreement:
35. AGL may receive certain holdings information (the "Holdings
Information") related to the Funds on a daily, weekly, monthly or other
periodic basis from the Series, CRMC or one of their designees in order to
help evaluate the Funds for inclusion in the Contracts and to evaluate and
coordinate with AGL's internal hedging program (the "Purpose"). AGL agrees
that the Holdings Information is confidential and may only be used by AGL
for the Purpose. AGL agrees that it (a) will hold any and all Holdings
Information it obtains in strictest confidence; (b) may disclose or provide
access to its employees who have a need to know and may make copies of
Holdings Information only to the extent reasonably necessary to carry out
the Purpose; (c) currently has, and in the future will maintain in effect
and enforce, rules and policies to protect against access to or use or
disclosure of Holdings Information other than in accordance with this
Agreement, including without limitation written instruction to and
agreements with employees and agents who are bound by an obligation of
confidentiality no less stringent than set forth in this Agreement to
ensure that such employees and agents protect the confidentiality of
Holdings Information. Without limiting the foregoing, AGL shall use at
least the same degree of care, but no less than reasonable care, to avoid
disclosure or use of this Holdings Information as it employs with respect
to its own confidential information of a like importance. AGL expressly
will instruct its employees and agents not to disclose Holdings Information
to third parties, including without limitation customers, sub-contractors
or consultants, and (d) will notify the Series and CRMC immediately of any
unauthorized disclosure or use, and will cooperate with them in taking
action to ensure that the Holdings Information is not used by such
receiving party. Notwithstanding anything to the contrary in this
Section 35, AGL may use certain Holdings Information contained in fund
information sheets provided by CRMC, or an affiliate, (i.e. top 10 fund
securities holdings, sector holdings, etc.) in its marketing material. Any
such marketing material shall remain subject to any review requirements set
forth in this Agreement or the Business Agreement.
5. Schedule A and Schedule B are hereby amended and replaced with the
attached Schedule A and Schedule B.
6. Schedule C and Schedule D including all references to these Schedules
are hereby deleted in their entirety.
7. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
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IN WITNESS WHEREOF, the parties have hereunto affixed their respective
authorized signatures, intending that this Amendment No. 6 be effective as
indicated hereinabove.
AMERICAN GENERAL LIFE INSURANCE COMPANY
(on behalf of itself and its Accounts)
By:___________________________
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Executive Vice President, Individual Retirement
AMERICAN FUNDS INSURANCE SERIES
By: __________________________
Name:
Title:
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By: __________________________
Name:
Title:
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SCHEDULE A
CONTRACTS
Registered Variable Annuities including, without limitation, the following:
Anchor Advisor
Polaris 401(k)
Polaris
Polaris II
Polaris II A-Class
Polaris II A-Class Platinum Series
Polaris II Platinum Series
Polaris Platinum
Polaris Platinum II
Polaris Platinum O-Series
Polaris Protector
Polaris Choice II
Polaris Advisor
American Pathway II
Polaris Select Investor
Registered Variable Universal Life Insurance Policies including, without
limitation, the following:
Income Advantage Select
Protection Advantage Select
Executive Advantage
AG Platinum Choice VUL
Unregistered Variable Annuity Contracts and Variable Universal Life Insurance
Policies, including, without limitation, the following:
11GVUL0495 - Group Variable Universal Life Insurance Policy
11GVUL0197 - Group Variable Universal Life Insurance Policy
11PVUL0996 - Individual Variable Universal Life Insurance Policy
11FJVUL0798 - Joint & Last Survivor Variable Universal Life Insurance Policy
12PVUL1098X - Variable Rider to Individual Contract #52221 (7/91)
02056
05060
09065
10060
And other Contracts to which AGL may make the Series available after notice to
CRMC and the Series.
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SCHEDULE B
ACCOUNTS
Registered Separate Accounts including, without limitation, the following:
Variable Separate Account
Variable Annuity Account Four
Variable Annuity Account Seven
Separate Account VL-R
Separate Account II
Unregistered Separate Accounts including, without limitation, the following:
Separate Account VL-U LIS
Separate Account IV
Separate Account 7
Separate Account 9
Separate Account 10
Separate Account 101
Separate Account 102
Separate Account 104
Separate Account 106
Separate Account 107
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EXHIBIT A
ADMINISTRATIVE SERVICES
1. Periodic Reconciliation. AGL shall provide the Funds with sufficient
information to allow for the periodic reconciliation of outstanding units of
AGL Accounts and shares of the Funds.
2. Record Maintenance. To facilitate the reconciliation activities described
in paragraph 1, AGL shall maintain with respect to each Account holding the
Funds' Class 4 Shares or Class P2 Shares and each Contract owner for whom such
shares are beneficially owned the following records:
a. Number of shares;
b. Date, price and amount of purchases and redemptions (including
dividend reinvestments) and dates and amounts of dividends paid for
at least the current year to date;
c. Name and address and taxpayer identification numbers;
d. Records of distributions and dividend payments; and
e. Any transfers of shares.
3. Fund Information. AGL shall respond to inquiries from Contract owners
regarding the Funds, including questions about the Funds' objectives and
investment strategies.
4. Shareholder Communications. AGL shall provide for the delivery of certain
Fund-related materials as required by applicable law or as requested by
Contract owners. The Fund related materials shall consist of updated
prospectuses and any supplements and amendments thereto, statements of
additional information, annual and other periodic reports, proxy or information
statements and other appropriate shareholder communications. The Insurance
Company shall respond to inquiries from Contract owners relating to the
services provided by it and inquiries relating to the Funds.
5. Transactional Services. AGL shall (a) communicate to the Funds' transfer
agent, purchase, redemption and exchange orders; and (b) communicate to the
Accounts and Contract owners, mergers, splits and other reorganization
activities of the Funds.
6. Other Information. AGL shall provide to the Accounts and Contract owners
such other information as shall be required under applicable law and
regulations.
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