EXHIBIT (H)(13)(B)
AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT
This AMENDMENT NO. 6 TO PARTICIPATION AGREEMENT (this "Amendment"),
dated and effective as of June 3, 2013, is by and among VANGUARD VARIABLE
INSURANCE FUND, THE VANGUARD GROUP, INC., VANGUARD MARKETING CORPORATION and THE
UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK ("USL").
WITNESSETH:
WHEREAS, the parties hereto have entered into a Participation Agreement
dated as of October 2, 2000, as amended (the "Participation Agreement"),
pursuant to which the Sponsor has agreed to make shares of certain Portfolios of
the Fund available for purchase and redemption by certain Accounts of the
Company in connection with the Company's Variable Insurance Products;
WHEREAS, it is anticipated that American General Equity Services
Corporation ("AGESC") will merge with and into SunAmerica Capital Services, Inc.
("SACS"), the surviving company and also an affiliate of USL, on or after June
28, 2013 (the "Merger"); and the parties desire to affirm and acknowledge that
upon occurrence of such event, SACS will succeed AGESC as the underwriter for
each Account with respect to the Variable Insurance Products, and to arrange
that upon occurrence of such event, all references in the Participation
Agreement to AGESC (or to any predecessor thereof) be replaced with references
to SACS; and
WHEREAS, the parties desire to modify the Participation Agreement in
certain other respects;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms in
this Amendment shall have the meanings assigned in the Participation Agreement.
2. Amendment of Participation Agreement. The Participation Agreement is
hereby amended as follows:
(a) All references in the Participation Agreement to the National
Association of Securities Dealers, Inc. and to the NASD are replaced with
references to the Financial Industry Regulatory Authority, Inc. and FINRA,
respectively.
(b) The fifth Whereas clause in the recitals of the Participation
Agreement is deleted and replaced in its entirety with the following:
"WHEREAS, the Company has established or will establish one or
more Accounts to fund certain variable life insurance policies and/or
variable annuity contracts (the "Variable Insurance Products"), which
Accounts and Variable Insurance Products are registered under the 1940
Act and the 1933 Act, respectively; and"
(c) The following is added to the recitals of the Participation
Agreement as a new ninth Whereas clause:
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"WHEREAS, the Company and the Sponsor have entered into an
Electronic Trading Agreement dated June 3, 2013 (the "Electronic
Trading Agreement") which sets forth the operational provisions
governing the purchase and redemption of shares of the Fund by the
Accounts and related matters;"
(d) Section 1.1 of Article I of the Participation Agreement is
deleted in its entirety and replaced with the following:
"1.1 The Sponsor and the Distributor agree to sell to the
Company those shares of the Portfolios of the Fund listed on Schedule B
which each Account orders, in accordance with the Electronic Trading
Agreement."
(e) Section 1.2 of Article I of the Participation Agreement is
deleted in its entirety and replaced with the following:
"1.2 Intentionally omitted.
(f) Section 1.6 of Article I of the Participation Agreement is
deleted in its entirety and replaced with the following:
"1.6 The Fund agrees to redeem for cash, on the Company's
request, any full or fractional shares of the Fund held by an Account,
in accordance with the Electronic Trading Agreement. The Fund reserves
the right to suspend redemption privileges or pay redemptions in kind,
as disclosed in the Fund's prospectus or statement of additional
information. The Fund agrees to treat the Company like any other
shareholder in similar circumstances in making these determinations."
(g) Section 1.8 of Article I of the Participation Agreement is
deleted in its entirety and replaced with the following:
"1.8 Intentionally omitted."
(h) Section 1.9 of Article I of the Participation Agreement is
deleted in its entirety and replaced with the following:
"1.9 Intentionally omitted."
(i) Sections 1.12, 1.13, and 1.14 of Article I of the
Participation Agreement are each deleted in their entirety.
(j) The following is added to the Participation Agreement as a new
Section 2.13(d):
"(d) The number of Portfolios of the Fund available for
investment by the Accounts will not constitute a majority of the total
number of mutual funds or portfolio selections available for investment
by the Accounts in any Variable Insurance Product that is a variable
annuity."
(k) The following is added to the end of Section 4.1 of the
Participation Agreement as an additional sentence:
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"In connection with the identification of the Portfolios in any such
material, the use of the Sponsor's name or identification of the
Portfolios shall be given no greater prominence than any other mutual
fund or portfolio selection offered in a Variable Insurance Product
that is a variable annuity."
(l) Schedule A to the Participation Agreement is hereby replaced
with Schedule A attached to this Amendment.
(m) Schedule B to the Participation Agreement is hereby replaced
with Schedule B attached to this Amendment.
(n) Schedules C and D to the Participation Agreement are hereby
deleted.
(o) All references in the Participation Agreement to AGESC (or to
any predecessor thereof) shall be replaced with references to SACS. The parties
hereto agree that such replacement shall be effective on the effective date of
the Merger.
3. No Other Modifications. Except as specifically modified hereby, the
Participation Agreement remains in full force and effect. If this Amendment
conflicts in any way with the terms of the Participation Agreement, the terms of
this Amendment shall control.
4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. This Amendment shall
become binding when any two or more counterparts thereof, individually or taken
together, bear the signatures of all parties hereto. For the purposes hereof, a
facsimile copy of this Amendment, including the signature pages hereto, shall be
deemed an original.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on their behalf by their duly authorized officers as of the day and
year first above written.
VANGUARD VARIABLE INSURANCE FUND
By: ____________________________________
Name: ________________________
Title: ___________________________
THE VANGUARD GROUP, INC.
By: ____________________________________
Name: _________________________________
Title: __________________________
VANGUARD MARKETING CORPORATION
By: ____________________________________
Name: ________________________
Title: _________________
THE UNITED STATES LIFE INSURANCE COMPANY IN THE CITY OF NEW YORK
By: ____________________________________
Name: _________________________________
Title: __________________________________
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SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
(UPDATED AND EFFECTIVE AS OF JUNE 3, 2013)
-----------------------------------------------------------------------------------------
NAME OF SEPARATE ACCOUNT CONTRACTS FUNDED BY SEPARATE ACCOUNT
------------------------ ------------------------------------
-----------------------------------------------------------------------------------------
Separate Account USL VL-R Platinum Investor VUL
(August 8, 1997) Platinum Investor Survivor VUL (effective 10/1/2001)
Platinum Investor PLUS (effective 9/5/2003)
Platinum Investor Survivor II VUL (effective July 1, 2004)
Platinum Investor VIP VUL (effective 1/2/2007)
Protection Advantage Select VUL (effective 7/1/2008)
Income Advantage Select VUL (effective September 15,
2008)
-----------------------------------------------------------------------------------------
Separate Account USL VA-R Platinum Investor Immediate VA (effective 9/5/2003)
(August 8, 1997)
-----------------------------------------------------------------------------------------
Separate Account USL B Executive Advantage VUL (effective January 1, 2013)
(June 5, 1986)
-----------------------------------------------------------------------------------------
[Signature page follows.]
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This Schedule A to the Participation Agreement dated October 2, 2000 by and
among the parties identified below is updated and effective as of June 3, 2013,
and replaces all prior versions of this Schedule.
This Schedule A may be executed in two or more counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the
same instrument. This Schedule A shall become binding when any two or more
counterparts thereof, individually or taken together, bear the signatures of all
parties hereto. For the purposes hereof, a facsimile copy of this Schedule A,
including the signature pages hereto, shall be deemed an original.
VANGUARD VARIABLE INSURANCE FUND THE VANGUARD GROUP, INC.
BY: ____________________________ BY: _________________________________
NAME: NAME: _______________________________
TITLE: TITLE:
VANGUARD MARKETING CORPORATION THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
BY: ____________________________ BY: _________________________________
NAME: NAME: _______________________________
TITLE: TITLE: _____________________________
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SCHEDULE B
PORTFOLIOS
(UPDATED AND EFFECTIVE AS OF JUNE 3, 2013)
The following Portfolios of the Vanguard Variable Insurance Fund shall
be made available as investments underlying the Variable Insurance Products,
subject to the limitations set forth in Section 2.13(d) hereof:
Money Market Portfolio
Total Bond Market Index Portfolio
High-Yield Bond Portfolio
Short-Term Investment Grade Portfolio
Balanced Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
Mid-Cap Index Portfolio
REIT Index Portfolio
Small Company Growth Portfolio
International Portfolio
Total Stock Market Index Portfolio
Capital Growth Portfolio
Conservative Allocation Portfolio
Moderate Allocation Portfolio
[Signature page follows.]
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This Schedule B to the Participation Agreement dated October 2, 2000 by and
among the parties identified below is updated and effective as of June 3, 2013,
and replaces all prior versions of this Schedule.
This Schedule B may be executed in two or more counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the
same instrument. This Schedule B shall become binding when any two or more
counterparts thereof, individually or taken together, bear the signatures of all
parties hereto. For the purposes hereof, a facsimile copy of this Schedule B,
including the signature pages hereto, shall be deemed an original.
VANGUARD VARIABLE INSURANCE FUND THE VANGUARD GROUP, INC.
BY: ____________________________ BY: _________________________________
NAME: NAME: _______________________________
TITLE: TITLE:
VANGUARD MARKETING CORPORATION THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
BY: ____________________________ BY: _________________________________
NAME: NAME: _______________________________
TITLE: TITLE: _____________________________
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