EXHIBIT (h)(2)(b)
[GRAPHIC] American General
Life Companies
November ___, 2010
AllianceBernstein Variable Products Series Fund, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
00/xx/ Xxxxx
Xxx Xxxx, XX 00000
Re: (1) Participation Agreement dated May 1, 1995 between American
International Life Assurance Company of New York ("AI
Life"), Alliance Xxxxxxxxx Variable Products Series Fund,
Inc.(formerly Alliance Variable Products Series Fund, Inc.),
Alliance Xxxxxxxxx Investments, Inc. (formerly Alliance Fund
Distributors, Inc.) ("May 1995 Participation Agreement")
(2) Fund Participation Agreement dated February 22, 2002 between
AI Life, Alliance Xxxxxxxxx Investor Services, Inc, (formerly
Alliance Global Investor Services, Inc.) ("February 2002
Participation Agreement") (the May 1995 Participation
Agreement and the February 2002 Participation Agreement are
collectively referred to hereinafter as the "Participation
Agreements")
(3) Rule 22c-2 Information Sharing and Restricted Trading
Agreement dated April 16, 2007 between AllianceBernstein
Investor Services, Inc. and AI Life ("Rule 22c-2 Agreement")
(the Participation Agreements 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 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 May 1995 Participation Agreement and
Section 8(d) of the February 2002 Participation Agreement, AI Life hereby
requests your consent to the assignment of its rights, duties and obligations
under such agreements 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. Please indicate your consent to these assignments by signing
below. The consent to the assignments will be effective December 31, 2010.
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
or
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:
ALLIANCE XXXXXXXXX INVESTMENTS, INC.
By:
-------------------------------
Name:
Title:
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By:
-------------------------------
Name:
Title:
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
By:
-------------------------------
Name:
Title:
AMERICAN GENERAL LIFE COMPANIES, LLC
0000 Xxxxx Xxxxxxx, X00-00 . Houston, TX 77019
