November 1, 2011
Principal Variable Contracts Fund, Inc.
000 0xx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0200
Attention Xxxxx X. Xxxxxx, President and Chief Executive Officer
Principal Variable Contracts Fund, Inc.
000 Xxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0300
Attention: Xxxxxxx X. Xxxxxxxx, Esq,, Counsel
Re: (1) Participation Agreement among Principal Variable Contracts Fund, Inc.,
Principal Funds Distributor, Inc., Principal Management Corporation,
and First SunAmerica Life Insurance Company, dated January 5, 2007, as
amended
(2) Distribution Agreement between First SunAmerica Life Insurance Company
and WM Funds Distributor, Inc., or its successors, dated December 31,
2002
(3) Information Sharing Agreement between Principal Funds Distributor,
Inc. and First SunAmerica Life Insurance Company, dated April 16,
2007, as amended
(each an "Agreement", and collectively, the "Agreements")
Dear Fund Partner:
As you may already be aware, First SunAmerica Life Insurance Company
("FSA") will be merging with and into The United States Life Insurance Company
in the City of New York ("USL"), the surviving company, effective January 1,
2012 (hereinafter referred to as the "Merger").
Your companies and/or related investment company have agreements with FSA
pursuant to which an investment company acted as an investment vehicle for
separate accounts established by FSA for variable annuity contracts (the
"Contracts").
As a result of the Merger, since FSA was a party to the Agreements, then
all rights, duties and obligations arising under the Agreements will be
effectively assumed by USL which company will assume the rights, duties and
obligations of FSA 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 FSA to USL. To the extent applicable, your signature below is deemed consent
to an effective date of January 1, 2012 of 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, 2011 or
subsequent to the new effective date.
PRINCIPAL FUNDS
NOVEMBER 1, 2011
PAGE 2 OF 2
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified, and
confirmed in all respects. It is understood and agreed that there is no new
marketing or distribution of the variable annuity contracts by Principal
pursuant to the Distribution Agreement dated December 31, 2002. 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. Kindly respond within
two weeks of your receipt of this letter.
If you have any questions regarding this matter, please contact Xxxxxx
Xxxxxxxx at (000) 000-0000 or Xxxxx Xxxxxxx at (000) 000-0000.
FIRST SUNAMERICA LIFE INSURANCE COMPANY
By:
--------------------------------
Name:
Title:
The United States Life Insurance
Company in the City of New York
By:
--------------------------------
Name:
Title:
Consented to, acknowledged and agreed:
PRINCIPAL VARIABLE CONTRACTS FUND, INC.
By: ________________________
Name:
Title:
PRINCIPAL FUNDS DISTRIBUTOR, INC.,
formerly known as WM FUNDS DISTRIBUTOR,
INC.
By:
--------------------------------
Name:
Title:
PRINCIPAL MANAGEMENT CORPORATION
By:
--------------------------------
Name:
Title:
