EXHIBIT (h)(14)(d)
NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT
THIS NOVATION OF AND AMENDMENT TO PARTICIPATION AGREEMENT made this 1st day
of July, 2011, and effective as of the Effective Date (as defined below), by and
among Allianz Global Investors Distributors LLC ("AGID"), PIMCO Investments LLC
("PI"), PIMCO Variable Insurance Trust (the "Fund"), The United States Life
Insurance Company in the City of New York, as successor to American
International Life Assurance Company of New York, American General Life
Insurance Company and American General Life Insurance Company of Delaware (the
"Company").
WHEREAS, AGID has served as the principal underwriter for the Fund and its
several series of shares (each a "Portfolio") pursuant to a Distribution
Contract with the Fund;
WHEREAS, AGID, the Fund and the Company have entered into a Participation
Agreement, as amended (or amended and restated) through the date hereof (the
"Participation Agreement"), pursuant to which AGID has made available for
purchase by the Company, on behalf of segregated asset accounts of the Company,
shares of the Portfolios and performs various other functions;
WHEREAS, as of the date of this Novation of and Amendment to Participation
Agreement first written above, PI either will in the future replace or has
already replaced AGID as the principal underwriter for the Fund by entering into
a distribution agreement with the Fund that will take effect (or previously took
effect) immediately following the termination of the existing Distribution
Contract between AGID and the Fund (the "Effective Date of Change of Fund
Distributor" as used herein shall mean the date as of which such distribution
agreement between PI and the Fund takes or took effect, and "Effective Date" as
used herein shall mean the date that is the later of (i) the date of this
Novation of and Amendment to Participation Agreement first written above and
(ii) the Effective Date of Change of Fund Distributor);
WHEREAS, the Company, the Fund, AGID and PI desire that PI be substituted
for AGID as a party for all purposes under the Participation Agreement effective
as of the Effective Date pursuant to a novation by AGID to PI as specified
herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
which consideration is full and complete, the Company, the Fund, AGID and PI
hereby agree as follows:
I. Novation. Subject to the terms and conditions contained herein, (i) AGID
hereby irrevocably novates and transfers to PI all of AGID's rights, title and
interests and duties, liabilities and obligations under the Participation
Agreement so as to substitute PI for AGID as a party to the Participation
Agreement for all purposes as of the Effective Date (the "Novation"), (ii) PI
hereby irrevocably accepts such rights, title and interests and assumes such
duties, liabilities and obligations from AGID under the Participation Agreement
as of the Effective Date and releases AGID from all such duties, liabilities and
obligations thereunder which would otherwise be required or occur on and after
the Effective Date, (iii) the Company and the Fund hereby consent to such
Novation for all purposes, and (iv) the Company and the Fund hereby irrevocably
release AGID from all of its duties, liabilities and obligations under the
Participation Agreement which would otherwise be required or occur on and after
the Effective Date. Pursuant to the Novation, on and after the Effective Date,
PI agrees to duly perform and discharge all liabilities and obligations arising
out of or related to the Participation Agreement from time to time to be
performed or discharged by it by virtue of this instrument in all respects as if
PI was (and had at all times been) named therein as a party instead of AGID.
II. Representations and Warranties. PI hereby makes and agrees to all of the
representations, warranties, covenants and undertakings made or agreed to by
AGID under the Participation Agreement (assuming PI is the party thereto in
place of AGID) as of the Effective Date and represents and warrants that the
same will continue in full force and effect on and after the Effective Date
until further notice by PI to the Company and the Fund.
III. Effective Date and Term. The Novation shall become effective as of the
Effective Date and shall extend until the Participation Agreement is thereafter
terminated in accordance with its terms.
IV. Amendments. (i) The parties agree that all references in the Agreement to
"Allianz Global Investors Distributors LLC" or the name of its predecessors
shall be changed to "PIMCO Investments LLC" as of the Effective Date. Any
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notice to be provided to PI under the Participation Agreement shall be provided
to the address as shown below, and the applicable notice provisions of the
Participation Agreement are hereby revised accordingly:
PIMCO Investments LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Legal Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: XxxxxxxxxxxxXxxXxxxxxXxxx@xxxxx.xxx
Any notice to be provided to the Company under the Participation Agreement
or any other agreement entered into between the Company and AGID or its
affiliates shall be provided to the address identified on the signature page to
this Agreement, and the applicable notice provisions of these agreements are
hereby revised accordingly.
(ii) Without limiting the scope of any privacy-related or similar agreement
or term in the Participation Agreement, each of the Company, the Fund, AGID and
PI hereby agrees to comply with all applicable laws and regulations related to
the collection, storage, handling, processing and transfer of non-public
personal information ("Applicable Laws"), including without limitation the
Massachusetts Standards for the Protection of Personal Information, 201 CMR
17.00, et. seq., and to implement and maintain appropriate security measures to
protect the confidentiality, security and integrity of non-public personal
information in the manner provided for under and to the extent required by all
such Applicable Laws, and the Participation Agreement is hereby amended to
include this provision (as applicable to PI on and after the Effective Date).
V. Counterparts. This Novation of and Amendment to Participation Agreement may
be executed in any number of counterparts, each of which shall be deemed to be
an original.
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IN WITNESS WHEREOF, the undersigned has caused this Novation of and
Amendment to Participation Agreement to be executed as of the date first above
written.
PIMCO VARIABLE INSURANCE TRUST ALLIANZ GLOBAL INVESTORS DISTRIBUTORS
LLC
-------------------------------------
By: ----------------------------------------
Title: By:
Title:
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PIMCO INVESTMENTS LLC AMERICAN INTERNATIONAL LIFE ASSURANCE
COMPANY OF NEW YORK
------------------------------------- ----------------------------------------
By: By:
Title: Title:
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THE UNITED STATES LIFE INSURANCE AMERICAN GENERAL LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK COMPANY OF DELAWARE (formerly AIG
Life Insurance Company)
------------------------------------- ----------------------------------------
By: By:
Title: Title:
--------------------------------------------------------------------------------
AMERICAN GENERAL LIFE INSURANCE American International Life Assurance
COMPANY Co. of New York
American General Life Ins. Co. of
Delaware
American General Life Ins. Co.
------------------------------------- The United States Life Ins. Co. in the
By: City of New York
Title:
By:
------------------------------------
, Assistant Secretary
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Address and Related Information for Notices to Company:
[To be completed by Company]
Address:
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Attention:
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Telephone:
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Facsimile:
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E-mail:
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