EXHIBIT (8)(c)
AMENDMENT NO. 6 TO
FUND PARTICIPATION AGREEMENT
This Amendment No. 6 to the Fund Participation Agreement ("Agreement")
dated September 30, 2002 between American General Life Insurance Company
("AGL"), American Funds Insurance Series (the "Series") and Capital Research
and Management Company ("CRMC") is effective as of September 5, 2014. All
capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such term in the Agreement.
WHEREAS, the parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth,
and intending to be legally bound, the Agreement is hereby amended as follows:
1. The fourth recital is deleted in its entirety and replaced with the
following:
"WHEREAS, certain Funds will serve as the underlying investment medium
for the Contracts; and"
2. Section 6 is hereby deleted in its entirety and replaced by the
following:
6. The Series has made and agrees to make Class 2, Class 4, and Class P2
shares of the Funds that offer such share classes available to the Contracts
(except for the American Pathway II Contracts). The Series has made and
agrees to make Class 3 shares available solely to the Accounts for the
American Pathway II Contract and the parties agree that the American Pathway
II Contracts shall only have Class 3 shares available as underlying
investment options. AGL agrees to give the Series and CRMC at least 30 days'
notice prior to adding any additional Funds or additional share classes of
any Funds as underlying investment options to the Contracts. AGL will be
entitled to a Rule 12b-1 fee paid by the Series and to be accrued daily and
paid monthly at an annual rate of 0.25% of the average daily net assets of
the Class 2, Class 4, and Class P2 shares of each Fund attributable to the
Contracts with investments in Accounts corresponding to the Class 2, Class
4, and Class P2 shares of each Fund for as long as the Series' Plan of
Distribution pursuant to Rule 12b-1 under the 1940 Act for each of Class 2,
Class 4, and Class P2 shares (each, a "12b-1 plan") remains in effect. AGL
will be entitled to a Rule 12b-1 fee paid by the Series and to be accrued
daily and paid monthly at an annual rate of 0.18% of the average daily net
assets of the Class 3 shares of each Fund attributable to the American
Pathway II Contracts with investments in Accounts corresponding to the Class
3 shares of each Fund for as long as the Series' Class 3 share 12b-1 plan
remains in effect.
3. The following Sections 6b(i) and (ii) are added to the Agreement:
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6b(i) During the term of this Agreement, Insurance Company shall perform the
administrative services ("Services") set forth on Exhibit A hereto (which
Exhibit A shall become part of the Agreement), as such exhibit may be
amended from time to time by mutual consent of the parties, in respect of
Accounts holding Class 4 Shares and/or Class P2 Shares of each Fund. In
consideration of Insurance Company performing the Services, the Series
agrees to pay Insurance Company an administrative services fee of 0.25% of
the average daily net asset value of all Class 4 Shares and Class P2 Shares
of the Funds held by each Account, payable quarterly, in arrears pursuant to
an Insurance Administrative Services Plan adopted by the Series. The Series
shall pay all fees within forty-five (45) days following the end of each
calendar quarter for fees accrued during that quarter. The fee will be
calculated as the product of (a) the average daily net asset value of all
Class 4 Shares or Class P2 Shares, as applicable, of the Funds held by each
Account during the quarter; (b) the number of days in the quarter; and
(c) the quotient of 0.0025 divided by 365. CRMC will evaluate periodically
Insurance Company's service levels, including compliance with established
NSCC guidelines, transaction errors, compliance with the prospectus and
complaints from Contract owners, in determining whether to continue making
payments under the Insurance Administrative Services Plan. Insurance Company
represents to the Series and CRMC that it will not receive compensation for
the Services from Contract holder fees or any other source.
6b(ii) The Insurance Company, directly or through subcontractors (including
a designated affiliate), shall provide the certain services described in
this Agreement in respect of Class 2 and Class 3 shares on behalf of
American Funds Distributors, Inc., ("AFD"), American Funds Service Company
("Transfer Agent") and the Funds in connection with the sale and servicing
of the Contracts. The services to be provided by the Insurance Company to
its Accounts include, (i) mailing and otherwise making available to Contract
holders, shareholder communications including, without limitation,
prospectuses, proxy materials, shareholder reports, unaudited semi-annual
and audited annual financial statements, and other notices; (ii) handling
general questions regarding the Funds from Contract holders including,
without limitation, advising as to performance, yield being earned,
dividends declared, and providing assistance with other questions concerning
the Funds; (iii) preparing and mailing periodic account statements showing
the total number of Account units owned by the Contract holder in that
account, the value of such units, and purchases, redemptions, dividends, and
distributions in the account during the period covered by the statement; and
(iv) preparing and mailing IRS Form 1099-R, IRS Form W-2 and/or other IRS
forms as required by applicable Internal Revenue Service rules and
regulations. Administrative services to Contract holders shall be the
responsibility of the Insurance Company and shall not be the responsibility
of AFD, Transfer Agent or any of their affiliates.
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4. The following Section 35 is added to the Agreement:
35. AGL may receive certain holdings information (the "Holdings
Information") related to the Funds on a daily, weekly, monthly or other
periodic basis from the Series, CRMC or one of their designees in order to
help evaluate the Funds for inclusion in the Contracts and to evaluate and
coordinate with AGL's internal hedging program (the "Purpose"). AGL agrees
that the Holdings Information is confidential and may only be used by AGL
for the Purpose. AGL agrees that it (a) will hold any and all Holdings
Information it obtains in strictest confidence; (b) may disclose or provide
access to its employees who have a need to know and may make copies of
Holdings Information only to the extent reasonably necessary to carry out
the Purpose; (c) currently has, and in the future will maintain in effect
and enforce, rules and policies to protect against access to or use or
disclosure of Holdings Information other than in accordance with this
Agreement, including without limitation written instruction to and
agreements with employees and agents who are bound by an obligation of
confidentiality no less stringent than set forth in this Agreement to ensure
that such employees and agents protect the confidentiality of Holdings
Information. Without limiting the foregoing, AGL shall use at least the same
degree of care, but no less than reasonable care, to avoid disclosure or use
of this Holdings Information as it employs with respect to its own
confidential information of a like importance. AGL expressly will instruct
its employees and agents not to disclose Holdings Information to third
parties, including without limitation customers, sub-contractors or
consultants, and (d) will notify the Series and CRMC immediately of any
unauthorized disclosure or use, and will cooperate with them in taking
action to ensure that the Holdings Information is not used by such receiving
party. Notwithstanding anything to the contrary in this Section 35, AGL may
use certain Holdings Information contained in fund information sheets
provided by CRMC, or an affiliate, (i.e. top 10 fund securities holdings,
sector holdings, etc.) in its marketing material. Any such marketing
material shall remain subject to any review requirements set forth in this
Agreement or the Business Agreement.
5. Schedule A and Schedule B are hereby amended and replaced with the
attached Schedule A and Schedule B.
6. Schedule C and Schedule D including all references to these Schedules
are hereby deleted in their entirety.
7. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
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IN WITNESS WHEREOF, the parties have hereunto affixed their respective
authorized signatures, intending that this Amendment No. 6 be effective as
indicated hereinabove.
AMERICAN GENERAL LIFE INSURANCE COMPANY
(on behalf of itself and its Accounts)
By: /s/ Xxxxxx X. Xxxxxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Executive Vice President, Individual Retirement
AMERICAN FUNDS INSURANCE SERIES
By: /s/
-------------------------------
Name:
Title:
CAPITAL RESEARCH AND MANAGEMENT COMPANY
By: /s/
-------------------------------
Name:
Title:
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SCHEDULE A
CONTRACTS
Registered Variable Annuities including, without limitation, the following:
Anchor Advisor
Polaris 401(k)
Polaris
Polaris II
Polaris II A-Class
Polaris II A-Class Platinum Series
Polaris II Platinum Series
Polaris Platinum
Polaris Platinum II
Polaris Platinum O-Series
Polaris Protector
Polaris Choice II
Polaris Advisor
American Pathway II
Polaris Select Investor
Registered Variable Universal Life Insurance Policies including, without
limitation, the following:
Income Advantage Select
Protection Advantage Select
Executive Advantage
AG Platinum Choice VUL
Unregistered Variable Annuity Contracts and Variable Universal Life Insurance
Policies, including, without limitation, the following:
11GVUL0495 -- Group Variable Universal Life Insurance Policy
11GVUL0197 -- Group Variable Universal Life Insurance Policy
11PVUL0996 -- Individual Variable Universal Life Insurance Policy
11FJVUL0798 -- Joint & Last Survivor Variable Universal Life Insurance Policy
12PVUL1098X -- Variable Rider to Individual Contract #52221 (7/91)
02056
05060
09065
10060
And other Contracts to which AGL may make the Series available after notice to
CRMC and the Series.
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SCHEDULE B
ACCOUNTS
Registered Separate Accounts including, without limitation, the following:
Variable Separate Account
Variable Annuity Account Four
Variable Annuity Account Seven
Separate Account VL-R
Separate Account II
Unregistered Separate Accounts including, without limitation, the following:
Separate Account VL-U LIS
Separate Account IV
Separate Account 7
Separate Account 9
Separate Account 10
Separate Account 101
Separate Account 102
Separate Account 104
Separate Account 106
Separate Account 107
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EXHIBIT A
ADMINISTRATIVE SERVICES
1. Periodic Reconciliation. AGL shall provide the Funds with sufficient
information to allow for the periodic reconciliation of outstanding units of
AGL Accounts and shares of the Funds.
2. Record Maintenance. To facilitate the reconciliation activities described in
paragraph 1, AGL shall maintain with respect to each Account holding the Funds'
Class 4 Shares or Class P2 Shares and each Contract owner for whom such shares
are beneficially owned the following records:
a. Number of shares;
b. Date, price and amount of purchases and redemptions (including dividend
reinvestments) and dates and amounts of dividends paid for at least the
current year to date;
c. Name and address and taxpayer identification numbers;
d. Records of distributions and dividend payments; and
e. Any transfers of shares.
3. Fund Information. AGL shall respond to inquiries from Contract owners
regarding the Funds, including questions about the Funds' objectives and
investment strategies.
4. Shareholder Communications. AGL shall provide for the delivery of certain
Fund-related materials as required by applicable law or as requested by
Contract owners. The Fund related materials shall consist of updated
prospectuses and any supplements and amendments thereto, statements of
additional information, annual and other periodic reports, proxy or information
statements and other appropriate shareholder communications. The Insurance
Company shall respond to inquiries from Contract owners relating to the
services provided by it and inquiries relating to the Funds.
5. Transactional Services. AGL shall (a) communicate to the Funds' transfer
agent, purchase, redemption and exchange orders; and (b) communicate to the
Accounts and Contract owners, mergers, splits and other reorganization
activities of the Funds.
6. Other Information. AGL shall provide to the Accounts and Contract owners
such other information as shall be required under applicable law and
regulations.
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