EXHIBIT (h)(14)(b)
[LOGO] American General Life Companies
December ___, 2010
PIMCO Variable Insurance Trust
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
Re: (1) Participation Agreement dated April 1, 2000 among American
International Life Assurance Company of New York ("AI Life"),
PIMCO Variable Insurance Trust (the "Trust") and Allianz
Global Investors Distributors LLC (formerly PIMCO Funds
Distributors LLC) ("Participation Agreement")
(2) Services Agreement dated April 1, 2000 between AI Life and
Pacific Investment Management Company ("Services Agreement")
(3) PIMCO Variable Insurance Trust Services Agreement dated April
1, 2000 between the Trust and AI Life ("Trust Services
Agreement")
(4) Rule 22c-2 Amendment to Participation Agreement dated April
16, 2007 among Allianz Global Investors Distributors LLC, the
Trust, AI Life, AIG Life Insurance Company ("AIG Life"),
American General Life Insurance Company ("AGL") and The United
States Life Insurance Company in the City of New York ("USL")
("Rule 22c-2 Agreement") (Participation Agreement, Services
Agreement, Trust Services Agreement and Rule 22c-2 Agreement
are collectively referred to hereinafter as the "Agreements")
Dear Fund Partner:
As you may already be aware, AI Life will be merging with and into The
United States Life Insurance Company in the City of New York ("USL"), the
surviving company, effective December 31, 2010 (hereinafter referred to as the
"Merger").
Your fund trust company may have agreements with AI Life and AIG Equity
Sales Corp. 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 was 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 Section 12.8 of the Participation Agreement, Section 4 of
the Services Agreement and Section 13 of the Trust Services Agreement, AI Life
hereby requests your consent to the assignment of its rights, duties and
obligations under such agreements to USL. Because AI Life and USL are both
parties to the same Rule 22c-2 Agreement, the existing Rule 22c-2 Agreement will
remain in force for the former AI Life contracts/policies after the Merger is
effective, with USL assuming AI Life's obligations. Please indicate your consent
to these assignments by signing below. The consent to the assignments will be
effective December 31, 2010.
AGL, USL and AIG Life are parties to the Rule 22c-2 Agreement, however,
their rights, duties and obligations under the Agreement are unaffected by the
Merger. Effective December 8, 2009, AIG Life changed its name to American
General Life Insurance Company of Delaware.
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 .
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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:
--------------------------------- ---------------------------------
AMERICAN GENERAL LIFE INSURANCE
COMPANY OF DELAWARE (formerly AIG Life Insurance Company)
ATTEST:
By: By:
--------------------------------- ---------------------------------
AMERICAN GENERAL LIFE INSURANCE
COMPANY
ATTEST:
By: By:
--------------------------------- ---------------------------------
Consented to, Acknowledged and Agreed:
PIMCO VARIABLE INSURANCE TRUST
By:
---------------------------------
Name:
Title:
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By:
---------------------------------
Name:
Title:
ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC
By:
---------------------------------
Name:
Title:
AMERICAN GENERAL LIFE COMPANIES, LLC
0000 Xxxxx Xxxxxxx, X00-00 . Houston, TX 77019
