EXHIBIT (h)(13)(c)
[LOGO] American General
Life Companies
November __, 2010
Xxxxxxxxx Xxxxxx Advisers Management Trust
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: (1) Fund Participation Agreement dated May 1, 1998 among American
International Life Assurance Company of New York ("AI Life"),
Xxxxxxxxx & Xxxxxx Advisers Management Trust, Advisers
Managers Trust and Xxxxxxxxx & Xxxxxx Management Incorporated
("Participation Agreement")
(2) Rule 22c-2 Shareholder Information Access Agreement dated
April 16, 2007 between Xxxxxxxxx Xxxxxx Management Inc. and AI
Life ("Rule 22c-2 Agreement") (Participation Agreement and
Rule 22c-2 Agreement are collectively referred to hereinafter
as the "Agreements")
Dear Fund Partner:
In reference to the above Agreements, AI Life wishes to request your
consent and agreement to the following assignments or amendments to the
Agreements: (i) the assignment of the Agreements from AI Life to The United
States Life Insurance Company in the City of New York ("USL"), an affiliate of
AI Life, (ii) replace references to AIG Equity Sales, Inc. in the Participation
Agreement, and (iii) amend and restate Appendix A and B to add the Short
Duration Bond Portfolio.
As you may already be aware, AI Life will be merging with and into USL,
the surviving company, effective December 31, 2010 (hereinafter referred to as
the "Merger").
Your fund trust company may have agreements with AI Life pursuant to
which the trust acted as an investment vehicle for separate accounts established
by AI Life for variable life insurance policies and variable annuity contracts
(the "Contracts").
As a result of the Merger, if AI Life is a party to the Agreements,
then all rights, duties and obligations arising under the Agreements would be
effectively assigned to USL which company will assume the rights, duties and
obligations of AI Life thereunder.
Pursuant to Article 8.2(j) of the Participation Agreement, AI Life
hereby requests your consent to the assignment of its rights, duties and
obligations under such agreement to USL. AI Life also requests your consent to
the assignment of the rights, duties and obligations of AI Life under the Rule
22c-2 Agreement to USL pursuant to Section 7 of such agreement. The consent to
the assignments will be effective December 31, 2010.
American General Equity Services Corporation ("AGESC") replaced AIG
Equity Sales, Inc. ("AIG Equity") as the principal underwriter for the Variable
Contracts. AGESC is registered as a broker-dealer under the Securities Exchange
Act of 1934. All references in the Participation Agreement to AIG Equity are
hereby replaced with American General Equity Services Corporation or AGESC, as
appropriate.
Appendix A to the Participation Agreement is hereby amended and
restated to add the Short Duration Bond Portfolio as set forth below:
Appendix A
Xxxxxxxxx & Xxxxxx Advisers Corresponding Series of Advisers
Management Trust and its Series Managers Trust (Series)
(Portfolios)
--------------------------------------- ---------------------------------------
Partners Portfolio AMT Partners Investments
Short Duration Bond Portfolio AMT Short Duration Bond Investments
Appendix B to the Participation Agreement is hereby amended and
restated to add the Short Duration Bond Portfolio as set forth below:
Appendix B
Separate Accounts Selected Portfolios
--------------------------------------- ---------------------------------------
Separate Account B Partners
Short Duration Bond
Please indicate your consent and agreement to the above referenced
assignments and amendments to the Participation Agreement by signing below.
To the extent that provisions of the Agreements and this Amendment are
in conflict, the terms of this Amendment shall control. Except to the extent
amended by this Amendment, the Agreements shall remain unchanged and in full
force and effect, and are hereby ratified and confirmed in all respects as
amended hereby.
If you have any questions regarding this matter, please contact
_______at __________ or _______ at _____________.
AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK
ATTEST:
By: By:
---------------------------------- ----------------------------------
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
ATTEST:
By: By:
---------------------------------- ----------------------------------
Consented to, Acknowledged and Agreed:
XXXXXXXXX XXXXXX ADVISERS MANAGEMENT TRUST
(FORMERLY XXXXXXXXX & XXXXXX ADVISERS MANAGEMENT TRUST)
By:
----------------------------------
Name:
Title:
XXXXXXXXX XXXXXX MANAGEMENT INC.
(FORMERLY XXXXXXXXX & XXXXXX MANAGEMENT INCORPORATED)
By:
----------------------------------
Name:
Title:
ADVISERS MANAGERS TRUST
By:
----------------------------------
Name:
Title:
AMERICAN GENERAL LIFE COMPANIES, LLC
0000 Xxxxx Xxxxxxx, X00-00 . Xxxxxxx, XX 00000
