EXHIBIT (8)(i)
September 7, 2012
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Distributors, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx 00000
Attn:Xxxxxxx Xxxxxxx, Esq.
Re: (1) Participation Agreement by and among Western National Life
Insurance Company (f/k/a American General Annuity Insurance Company
("WNL") and AIM Variable Insurance Funds, Inc. (Invesco Variable
Insurance Funds) ("Fund Partner") dated November 23, 1998, as amended;
(2) Participation Agreement by and among SunAmerica Annuity and Life
Assurance Company, on behalf of itself and its separate accounts
(collectively "SAAL"), SunAmerica Capital Services, Inc., and Fund
Partner dated May 28, 2010, as amended;
(3) Administrative Services Agreement between Invesco Advisers, Inc.
(f/k/a A I M Advisors, Inc.) and WNL dated November 23, 1998;
(4) Administrative Services Agreement between Invesco Advisers, Inc.
(f/k/a A I M Advisors, Inc.) and SAAL dated May 28, 2012;
(5) AIM Funds Intermediary Agreement Regarding Compliance with SEC Rule
22c-2 by and between WNL and Invesco Investment Services, Inc. (f/k/a
AIM Investment Services, Inc.) dated April 16, 2007
(6) Distribution Services Agreement between SAAL and Invesco Distributors,
Inc. dated May 28, 2010
(7) Participation Agreement between American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware"), AIM Variable Insurance Funds (Invesco Variable Insurance
Funds) and American General Equity Services Corporation dated as of
November 20, 1997;
(8) Administrative Services Agreement between Invesco Advisers, Inc.
(f/k/a A I M Advisors, Inc.) and AGL of Delaware dated September 1,
1998;
(9) AIM Funds Intermediary Agreement Regarding Compliance with SEC Rule
22c-2 by and between AGL of Delaware and Invesco Investment Services,
Inc. (f/k/a AIM Investment Services, Inc.) dated April 12, 2007 (each
an "Agreement", and collectively, the "Agreements") (WNL, AGL of
Delaware and SAAL collectively referred to hereinafter as the "Merged
Companies")
Dear Fund Partner:
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Distributors, Inc.
September 7, 2012
Page 2 of 3
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which a trust acted as an investment vehicle for
separate accounts established by the Merged Companies for variable universal
life insurance policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies were a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
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 each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for 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, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements
shall remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. 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.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
WESTERN NATIONAL LIFE INSURANCE COMPANY
By:
----------------------------------
Name:
Title:
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By:
----------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco Distributors, Inc.
September 7, 2012
Page 3 of 3
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: By:
---------------------------------- ----------------------------------
Name: Name:
Title: Title:
AMERICAN GENERAL EQUITY SERVICES CORPORATION
By:
----------------------------------
Name:
Title:
Consented to, acknowledged and agreed:
INVESCO DISTRIBUTORS, INC.
By:
----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President
AIM VARIABLE INSURANCE FUNDS, INC. INVESCO INVESTMENT SERVICES, INC.
(INVESCO VARIABLE INSURANCE FUNDS)
By: By:
---------------------------------- ----------------------------------
Name: Xxxx X. Xxxx Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President Title: President
INVESCO ADVISERS, INC.
By:
----------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President
September 7, 2012
AllianceBernstein Investments, Inc. (f/k/a Alliance Fund Distributors, Inc.)
AllianceBernstein L.P. (f/k/a Alliance Capital Management L.P.)
AllianceBerstein Investor Services, Inc. (f/k/a Alliance Global Investor
Services, Inc.)
AllianceBernstein Variable Products Series Fund
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: General Counsel
Re: (1) Participation Agreement among SunAmerica Annuity and Life
Assurance Company (formerly AIG SunAmerica Life Assurance Company
and Anchor National Life Insurance Company)("SAAL"), SunAmerica
Capital Services, Inc., Alliance Capital Management L.P. and
Alliance Fund Distributors, Inc.("AFD"), dated as of June 1, 2002;
(2) Participation Agreement among American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware"), American General Equity Services Corporation ("AGESC")
(formerly AIG Equity Sales Corp.), Alliance Capital Management L.P.
and Alliance Fund Distributors, Inc. dated May 1, 1999 ("AGL of
Delaware Agreement");
(3) Participation Agreement among AGL of Delaware, AllianceBernstein
Variable Products Series Fund, Inc. (formerly Alliance Variable
Products Series Fund, Inc.) and Alliance Fund Distributors, Inc.
dated May 1, 1995 (also referred to as "AGL of Delaware Agreement");
(4) Fund Participation Agreement among AGL of Delaware and Alliance
Global Investor Services, Inc. dated February 22, 2002 (also
referred to as "AGL of Delaware Agreement");
(5) Administrative Services Agreement between SAAL and AFD, dated
June 1, 2002;
(6) Agreement between AGL of Delaware and Alliance Capital Management,
L.P.
(7) Information Sharing Agreement between SAAL and AllianceBernstein
Investor Services, Inc. on behalf of the AllianceBernstein Variable
Products Series Fund, Inc., dated April 16, 2007;
(8) Rule 22c-2 Information Sharing and Restricted Trading Agreement
between AGL of Delaware and AllianceBernstein Investor Services,
Inc. on behalf of the AllianceBernstein Variable Products Series
Fund, Inc. dated April 16, 2007 (also referred to as "AGL of
Delaware Agreement").
(each an "Agreement", and collectively, the "Agreements") (SAAL and
AGL of Delaware collectively referred to hereinafter as the "Merged
Companies").
Alliance Fund Distributors, Inc.
September 7, 2012
Page 2 of 4
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreements to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate. Also, AGESC replaced AIG Equity Sales Corp.
("AIG Equity"). AGESC is a registered broker-dealer under the Securities
Exchange Act of 1934. All references in the AGL of Delaware Agreements to AIG
Equity are hereby placed with American General Equity Services Corporation or
AGESC as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which a trust acted as an investment vehicle for
separate accounts established by the Merged Companies for variable universal
life insurance policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies were a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
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 each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for 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, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements
shall remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. 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.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
Alliance Fund Distributors, Inc.
September 7, 2012
Page 3 of 4
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By:
------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive
Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: By:
------------------------------------ ----------------------------------
Name: Name:
Title: Title
AMERICAN GENERAL EQUITY SERVICES CORPORATION
ATTEST:
By: By:
------------------------------------ ----------------------------------
Name: Name:
Title: Title
Consented to, acknowledged and agreed:
ALLIANCEBERNSTEIN INVESTMENTS, INC.
By:
------------------------------------
Name:
Title:
ALLIANCEBERNSTEIN L.P.
By:
------------------------------------
Name:
Title:
Alliance Fund Distributors, Inc.
September 7, 2012
Page 4 of 4
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC. ON BEHALF
OF THE ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
By:
----------------------------------------
Name:
Title:
ALLIANCEBERNSTEIN INVESTOR SERVICES, INC.
By:
----------------------------------------
Name:
Title:
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
By:
----------------------------------------
Name:
Title:
September 7, 2012
American Funds Insurance Series
American Funds Distributors, Inc.
American Funds Service Company
000 X. Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Senior Vice President
Re: (1) Fund Participation Agreement among each of SunAmerica Annuity and
Life Assurance Company (formerly AIG SunAmerica Life Assurance Company
and Anchor National Life Insurance Company) ("SAAL"), SunAmerica
Series Trust and Capital Research and Management ("CRMC") dated August
30, 2006, as amended;
(2) Fund Participation Agreement among each of SAAL, American Funds
Insurance Series ("AFIS") and CRMC dated September August 30, 2002, as
amended;
(3) Business Agreement by and among SAAL, SunAmerica Capital Services,
Inc. ("SACS"), American Funds Distributors, Inc. ("AFD") and CRMC
dated September 1, 2006, as amended;
(4) Business Agreement by and among SAAL, SACS, AFD and CRMC dated
September 30, 2002, as amended;
(5) Information Sharing Agreement by and between SAAL and American Funds
Services Company on behalf of AFIS, dated April 16, 2007
(6) Business Agreement between American General Life Insurance Company of
Delaware (formerly AIG Life Insurance Company) ("AGL of Delaware"),
American Funds Distributors, Inc. and American Funds Service Company
dated August 15, 2002 ("AGL of Delaware Agreement")
(7) Rule 22c-2 Information Sharing and Restricted Trading Agreement by and
between AGL of Delaware and American Funds Service Company dated April
16, 2007 (also referred to as "AGL of Delaware Agreement") (each an
"Agreement", and collectively, the "Agreements") (SAAL and AGL of
Delaware collectively referred to hereinafter as the "Merged
Companies")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreements to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
American Funds Insurance Series
September 7, 2012
Page 2 of 4
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which your companies' retail investment companies
and/or related trust(s) acted as an investment vehicle for separate accounts
established by the Merged Companies for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies were a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
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 each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for 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, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements
shall remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. 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.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By:
----------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
SUNAMERICA CAPITAL SERVICES, INC.
By:
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
American Funds Insurance Series
September 7, 2012
Page 3 of 4
SUNAMERICA SERIES TRUST
By:
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Secretary
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: By:
------------------------------------ ----------------------------------
Name: Name:
Title: Title:
Consented to, acknowledged and agreed:
AMERICAN FUNDS DISTRIBUTORS, INC.
By:
------------------------------------
Name:
Title:
CAPITAL RESEARCH AND MANAGEMENT
By:
------------------------------------
Name:
Title:
AMERICAN FUNDS INSURANCE SERIES
By:
------------------------------------
Name:
Title:
American Funds Insurance Series
September 7, 2012
Page 4 of 4
AMERICAN FUNDS SERVICES COMPANY
By:
------------------------------------
Name:
Title:
September 7, 2012
Anchor Series Trust
Harborside Financial Center
0000 Xxxxx 0
Xxxxxx Xxxx, XX 00000-0000
Attn: Xxxxxxx Xxxxxxxx
Re: (1) Participation Agreement between SunAmerica Annuity and Life
Assurance Company (formerly known as AIG SunAmerica Life Assurance
Company and Anchor National Life Insurance Company) ("SAAL") and
Anchor Series Trust ("AST"), dated as of March 7, 2011, as amended;
(2) Shareholder Services Agreement between SAAL and AST, dated as of
March 7, 2011, as amended;
(3) Information Sharing Agreement between SAAL and AST, dated as of
April 16, 2007, as amended
(4) Fund Participation Agreement between American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware"), Anchor Series Trust and American General Equity Services
Corporation ("AGESC") (formerly AIG Equity Sales Corp.) dated July
1, 1999 ("AGL of Delaware Agreement")
(5) Administrative Services Agreement between AGL of Delaware and
SunAmerica Asset Management Corp. dated July 1, 1999 (also referred
to as "AGL of Delaware Agreement")
(6) Information Sharing and Restricted Trading Agreement between Anchor
Series Trust and AGL of Delaware dated April 16, 2007 (also referred
to as "AGL of Delaware Agreement") (each an "Agreement", and
collectively, the "Agreements") (SAAL and AGL of Delaware
collectively referred to hereinafter as the "Merged Companies")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG
Life Insurance Company to American General Life Insurance Company of Delaware.
Any and all references in the AGL of Delaware Agreements to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate. Also, AGESC replaced AIG Equity Sales Corp.
("AIG Equity"). AGESC is a registered broker-dealer under the Securities
Exchange Act of 1934. All references in the AGL of Delaware Agreements to AIG
Equity are hereby placed with American General Equity Services Corporation or
AGESC as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Anchor Series Trust
September 7, 2012
Page 2 of 3
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which a trust acted as an investment vehicle for
separate accounts established by the Merged Companies for variable universal
life insurance policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies were a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
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 each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for 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, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements
shall remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. 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.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By:
------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive
Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: By:
------------------------------------ ----------------------------------
Name: Name:
Title: Title:
Anchor Series Trust
September 7, 2012
Page 3 of 3
AMERICAN GENERAL EQUITY SERVICES CORPORATION
ATTEST:
By: By:
------------------------------------ ----------------------------------
Name: Name:
Title: Title:
Consented to, acknowledged and agreed:
ANCHOR SERIES TRUST
By:
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Assistant
Secretary
SUNAMERICA ASSET MANAGEMENT CORP.
By:
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Deputy General
Counsel
SUNAMERICA CAPITAL SERVICES, INC.
By:
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
October 23, 2012
Columbia Management Investment Advisers, LLC
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: (1) Fund Participation Agreement among SunAmerica Annuity and Life
Assurance Company (formerly AIG SunAmerica Life Assurance
Company)("SAAL"), SunAmerica Capital Services, Inc. ("SACS"),
Columbia Management Investment Advisers, LLC, ("CMIA") or its
successors, and RiverSource Variable Series Trust, or its
successors, dated as of April 1, 2011, as amended;
(2) Fund Participation Agreement among SAAL, SACS, CMIA, or its
successors, and Columbia Variable Insurance Trust, or its
successors, dated as of May 1, 2006, as amended;
(3) Fund Participation Agreement among SAAL, SACS, CMIA, or its
successors, and Columbia Variable Insurance Trust I, or its
successors, dated as of May 1, 2006, as amended;
(4) Services Agreement between SAAL and Columbia Management
Distributors, Inc., dated as of March 30, 2006, as amended;
(5) Information Sharing Agreement between Columbia Management Services,
Inc. and SAAL dated as of April 16, 2007, as amended
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreement to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which your companies' retail investment companies
and/or related trust(s) acted as an investment vehicle for separate accounts
established by the Merged Companies for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
Columbia Management Investment Advisers, LLC
September 7, 2012
Page 2 of 4
As a result of the Merger, if any of the Merged Companies was a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
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 each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for 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, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements
shall remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. 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.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By:
------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive
Officer
SUNAMERICA CAPITAL SERVICES, INC.
By:
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
Columbia Management Investment Advisers, LLC
September 7, 2012
Page 3 of 4
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: By:
------------------------------------ ----------------------------------
Name: Name:
Title: Title:
Consented to, acknowledged and agreed:
COLUMBIA MANAGEMENT INVESTMENT ADVISERS, LLC
By:
------------------------------------
Name:
Title:
COLUMBIA VARIABLE SERIES TRUST II
(FORMERLY RIVERSOURCE VARIABLE SERIES TRUST)
By:
------------------------------------
Name:
Title:
COLUMBIA VARIABLE INSURANCE TRUST
By:
------------------------------------
Name:
Title:
COLUMBIA VARIABLE INSURANCE TRUST I
By:
------------------------------------
Name:
Title:
Columbia Management Investment Advisers, LLC
September 7, 2012
Page 4 of 4
COLUMBIA MANAGEMENT INVESTMENT DISTRIBUTORS, INC.
By:
------------------------------------
Name:
Title:
COLUMBIA MANAGEMENT INVESTMENT SERVICES, CORP.
By:
------------------------------------
Name:
Title:
September 7, 2012
Fidelity Distributors Corporation
Variable Insurance Products Funds
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Treasurer
Re: (1) Participation Agreement among SunAmerica Annuity and Life
Assurance Company (formerly AIG SunAmerica Life Assurance
Company)("SAAL"), Variable Insurance Products Funds and Fidelity
Distributors Corporation ("FDC"), dated as of April 30, 2008, as
amended;
(2) Service Agreement between SAAL and Fidelity Investments
Institutional Operations Company, Inc., dated as of April 30, 2012;
(3) Rule 22c-2 Shareholder Information Agreement Related to Variable
Insurance Products between SAAL and FDC, dated as of April 30, 2008;
(4) Amended and Restated Participation Agreement between American
General Life Insurance Company of Delaware ("AGL of Delaware"),
Variable Insurance Products Funds and Fidelity Distributors
Corporation dated April 27, 2012;
(5) Sub-License Agreement between AGL of Delaware and Fidelity
Distributors Corporation dated April 27, 2012;
(6) Amended and Restated Service Contract between Fidelity Distributors
Corporation and American General Equity Services Corporation, an
affiliate of AGL of Delaware, American General Life Insurance
Company and The United States Life Insurance Company in the City of
New York dated May 1, 2012; and
(7) Rule 22c-2 Information Sharing and Restricted Trading Agreement
between AGL of Delaware and Fidelity Distributors Corporation dated
April 16, 2007. (each an "Agreement", and collectively, the
"Agreements") (SAAL and AGL of Delaware collectively referred to
hereinafter as the "Merged Companies")
Dear Fund Partner:
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which a trust acted as an investment vehicle for
separate accounts established by the Merged Companies for variable universal
life insurance policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies were a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
thereunder.
Fidelity Distributors Corporation
Variable Insurance Products Funds
September 7, 2012
Page 2 of 3
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 each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for 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, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements
shall remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. 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.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By:
------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive
Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: By:
------------------------------------ ----------------------------------
Name: Name:
Title: Title:
AMERICAN GENERAL EQUITY SERVICES CORPORATION
ATTEST:
By: By:
------------------------------------ ----------------------------------
Name: Name:
Title: Title:
Fidelity Distributors Corporation
Variable Insurance Products Funds
September 7, 2012
Page 3 of 3
Consented to, acknowledged and agreed:
FIDELITY DISTRIBUTORS CORPORATION
By:
------------------------------------
Name:
Title:
VARIABLE INSURANCE PRODUCTS FUNDS
By:
------------------------------------
Name:
Title:
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.
By:
------------------------------------
Name:
Title:
September 7, 2012
Franklin Xxxxxxxxx Investments
Franklin Xxxxxxxxx Services, LLC
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Xxxxxxxx Xxxxxxxxx Variable Insurance Products
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Vice President
Franklin/Xxxxxxxxx Distributors, Inc.
000 Xxxxxxxx Xxxxxxx, 0xx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, President
Franklin Xxxxxxxxx Investor Services, LLC
0000 Xxxxxxx Xxxxx
Xxxxxx Xxxxxxx, XX 00000
Re: (1) Participation Agreement as of May 1, 2000 between Western National
Life Insurance Company (f/k/a American General Annuity Insurance
Company) ("WNL"), Franklin Xxxxxxxxx Variable Insurance Products
Trust ("Fund Partner") and Xxxxxxxx Xxxxxxxxx Distributors, Inc.
("Distributor");
(2) Amended and Restated Administrative Services Agreement between
Franklin Xxxxxxxxx Services, LLC ("FTS") and WNL dated December 6,
2005;
(3) Shareholder Information Agreement between Distributor and WNL dated
April 16, 2007;
(4) Participation Agreement among SunAmerica Annuity and Life Assurance
Company (formerly AIG SunAmerica Life Assurance Company)("SAAL"), Fund
Partner, and Distributor, dated February 4, 2008, as amended;
(5) Shareholder Information Agreement between SAAL and Distributor, dated
February 4, 2008;
(6) Administrative Services Agreement between SAAL and FTS, dated
February 4, 2008, as amended;
(7) Participation Agreement between American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware"), Franklin Xxxxxxxxx Variable Insurance Products Trust and
Franklin Xxxxxxxxx Distributors, Inc. dated May 1, 2000 ("AGL of
Delaware Agreement");
(8) Amended and Restated Administrative Services Agreement between FTS and
AGL of Delaware dated February 20, 2009 (also referred to as "AGL of
Delaware Agreement");
Franklin Xxxxxxxxx Investments
Franklin Xxxxxxxxx Variable Insurance Products
Franklin/Xxxxxxxxx Distributors, Inc.
Franklin Xxxxxxxxx Investor Services, LLC
Franklin Xxxxxxxxx Services, LLC
September 7, 2012
Page 2 of 4
(9) Shareholder Information Agreement between AGL of Delaware and
Franklin/Xxxxxxxxx Distributors, Inc. dated April 16, 2007 (also
referred to as "AGL of Delaware Agreement"); and
(10) Master Shareholder Services Agreement for the Franklin Xxxxxxxxx Funds
between AGL of Delaware, Franklin Xxxxxxxxx Distributors, Inc. and
Franklin Xxxxxxxxx Investor Services, LLC dated May 1, 2002 (also
referred to as "AGL of Delaware Agreement").
(each an "Agreement", and collectively, the "Agreements") (SAAL,
WNL, and AGL of Delaware collectively referred to hereinafter as the
"Merged Companies")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG Life
Insurance Company to American General Life Insurance Company of Delaware. Any
and all references in the AGL of Delaware Agreements to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate.
As you may already be aware, the Merged Companies will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which your companies' retail investment companies
and/or related trust(s) acted as an investment vehicle for separate accounts
established by the Merged Companies for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies were a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
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 each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for 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, 2012 or subsequent to the new effective date.
Franklin Xxxxxxxxx Investments
Franklin Xxxxxxxxx Variable Insurance Products
Franklin/Xxxxxxxxx Distributors, Inc.
Franklin Xxxxxxxxx Investor Services, LLC
Franklin Xxxxxxxxx Services, LLC
September 7, 2012
Page 3 of 4
Except to the extent amended by this letter agreement, the Agreements shall
remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. 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.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE WESTERN NATIONAL LIFE
ASSURANCE COMPANY INSURANCE COMPANY
By: By:
----------------------------------------- -------------------------------
Name: Xxxx X. Xxxxx Name:
Title: President and Chief Executive Officer Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: By:
----------------------------------------- -------------------------------
Name: Name:
Title: Title:
Consented to, acknowledged and agreed:
FRANKLIN XXXXXXXXX DISTRIBUTORS, INC.
By:
-----------------------------------------
Name:
Title:
Franklin Xxxxxxxxx Investments
Franklin Xxxxxxxxx Variable Insurance Products
Franklin/Xxxxxxxxx Distributors, Inc.
Franklin Xxxxxxxxx Investor Services, LLC
Franklin Xxxxxxxxx Services, LLC
September 7, 2012
Page 4 of 4
XXXXXXXX XXXXXXXXX INVESTOR SERVICES, LLC
By:
-----------------------------------------
Name:
Title:
FRANKLIN XXXXXXXXX VARIABLE FRANKLIN XXXXXXXXX SERVICES, LLC
INSURANCE PRODUCTS TRUST
By: By:
----------------------------------------- -------------------------------
Name: Name:
Title: Title:
September 7, 2012
Xxxx Xxxxxx Family of Funds
00 Xxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
Attention: General Counsel
Re: (1) Fund Participation Agreement among Lord Xxxxxx Series Fund, Inc.
("LASF"), Xxxx, Xxxxxx & Co. LLC ("LAC"), Xxxx Xxxxxx Distributor LLC
("LAD") and SunAmerica Annuity and Life Assurance Company (formerly
Anchor National Life Insurance Company and AIG SunAmerica Life
Assurance Company)("SAAL," which is also referred to herein as "Merged
Company"), dated as of May 1, 2002, as amended;
(2) Shareholder Services Agreement among LASF, LAC and SAAL, dated as of
May 1, 2002; (3) Amended and Restated Support Payment Agreement between
LAC and SAAL, dated as of April 1, 2007;
(4) Administrative Services Agreement between LASF, LAC, LAD and SAAL,
dated as of May 1, 2002;
(5) Information Sharing Agreement between LAD and SAAL, dated as of
April 16, 2007, as amended; (each an "Agreement", and collectively, the
"Agreements")
Dear Fund Partner:
As you may already be aware, the Merged Company will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have agreements with the Merged
Company pursuant to which a trust acted as an investment vehicle for separate
accounts established by the Merged Company for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Company was a party to the
Agreements, then all rights, duties and obligations arising under the Agreements
would be effectively assumed by American General which company will assume the
rights, duties and obligations of each of the Merged Company 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 each of the Merged Company to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for 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, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements
shall remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. 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.
September 7, 2012
Page 2 of 2
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANE COMPANY
By:
--------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:
--------------------------------------
Name:
Title:
Consented to, acknowledged and agreed:
XXXX XXXXXX DISTRIBUTOR LLC LORD XXXXXX SERIES FUND, INC.
By: By:
-------------------------------- ---------------------------
Name: Name:
Title: Title:
XXXX, XXXXXX & CO. LLC
By:
--------------------------------
Name:
Title:
September 24, 2012
Principal Variable Contracts Funds, Inc.
000 0xx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0200
Attention: Xxxxx X. Xxxxxx, President and Chief Executive Officer
Principal Variable Contracts Funds, Inc.
000 Xxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0300
Attention: Xxxxxxx X. Xxxxxxxx, Esq., Counsel
Re: (1) Participation Agreement among SunAmerica Annuity and Life Assurance
Company (formerly AIG SunAmerica Life Assurance Company and formerly
Anchor National Life Insurance Company)("SAAL," also referred to herein
as the "Merged Company"), Principal Variable Contracts Funds, Inc.
("PVCF"), Principal Funds Distributor, Inc. ("PFD"), and Principal
Management Corporation, dated as of January 5, 2007, as amended;
(2) Distribution Agreement between SAAL and PFD (formerly WM Funds
Distributor, Inc.), dated December 31, 2002;
(3) Information Sharing Agreement between SAAL and PFD, dated as of April
16, 2007, as amended; (each an "Agreement", and collectively, the
"Agreements")
Dear Fund Partner:
As you may already be aware, the Merged Company will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your company has an agreement with the Merged Company pursuant to which
your investment company acts as an investment vehicle for separate accounts
established by the Merged Company for variable universal life insurance policies
and/or variable annuity contracts (the "Contracts").
As a result of the Merger, since the Merged Company is a party to the
Agreements, all rights, duties and obligations arising under the Agreements will
be effectively assumed by American General which company will assume the rights,
duties and obligations of the Merged Company 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 the Merged Company to American General. To the extent applicable, your
signature below is deemed consent to an effective date of January 1, 2013 for
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, 2012 or subsequent to the new effective date.
September 24, 2012
Page 2 of 3
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 Contracts by PFD 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.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By:
---------------------------------
Name:
Title:
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:
---------------------------------
Name:
Title:
Consented to, acknowledged and agreed:
PRINCIPAL VARIABLE CONTRACTS FUNDS, INC.
By:
---------------------------------
Name:
Title:
PRINCIPAL FUNDS DISTRIBUTOR, INC.
By:
---------------------------------
Name:
Title:
September 24, 2012
Page 3 of 3
PRINCIPAL MANAGEMENT CORPORATION
By:
---------------------------------
Name:
Title:
September 7, 2012
Seasons Series Trust
Harborside Financial Center
0000 Xxxxx 0
Xxxxxx Xxxx, XX 00000-4992
Attn: Xxxxxxx Xxxxxxxx
Re: (1) Participation Agreement between SunAmerica Annuity and Life
Assurance Company (formerly known as AIG SunAmerica Life Assurance
Company and Anchor National Life Insurance Company) ("SAAL," also
referred to herein as "Merged Company") and Seasons Series Trust
("SAST"), dated as of March 7, 2011, as amended;
(2) Shareholder Services Agreement between SAAL and SST, dated as of
March 7, 2011, as amended;
(3) Information Sharing Agreement between SAAL and SST, dated as of
April 16, 2007, as amended (each an "Agreement", and collectively,
the "Agreements")
Dear Fund Partner:
As you may already be aware, the Merged Company will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have agreements with the Merged
Company pursuant to which a trust acted as an investment vehicle for separate
accounts established by the Merged Company for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if the Merged Company was a party to the
Agreements, then all rights, duties and obligations arising under the Agreements
would be effectively assumed by American General which company will assume the
rights, duties and obligations of the Merged Company 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 the Merged Company to American General. To the extent applicable, your
signature below is deemed consent to an effective date of January 1, 2013 for
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, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements
shall remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. This letter may be signed in
counterparts, all of which, taken together, are deemed to be
September 7, 2012
Page 2 of 2
an original. Signatures may be sent via facsimile or e-mail.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By:
------------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:
------------------------------------------
Name:
Title:
Consented to, acknowledged and agreed:
SEASONS SERIES TRUST
By:
------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Secretary
SUNAMERICA ASSET MANAGEMENT CORP.
By:
------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Deputy General Counsel
SUNAMERICA CAPITAL SERVICES, INC.
By:
------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
October 15, 2012
Sterling Capital Variable Insurance Funds
c/o Sterling Capital Management LLC
000 Xxxxxxxxxxxx Xxxxxx Xxxx, 0xx Xxxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000-0575
Attention: Xxxx X. Xxxxxx
Re: (1) Fund Participation Agreement between SunAmerica Annuity and Life
Assurance Company (formerly AIG SunAmerica Life Assurance Company)
("SAAL," which is also referred to herein as Merged Company),
Sterling Capital Variable Insurance Funds (formerly BB&T Variable
Insurance Funds), and Sterling Capital Management LLC (formerly BB&T
Asset Management, Inc.), dated as of October 7, 2005, as amended;
(2) Administrative Services Agreement between SAAL and Sterling Capital
Management LLC, dated as of October 7, 2005, as amended;
(3) Information Sharing Agreement between SAAL and Sterling Capital
Variable Insurance Funds, dated as of April 16, 2007, as amended;
(each an "Agreement", and collectively, the "Agreements").
Dear Fund Partner:
As you may already be aware, the Merged Company will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have Agreements with the Merged
Company pursuant to which a trust acted as an investment vehicle for separate
accounts established by the Merged Company for variable universal life insurance
policies and/or variable annuity contracts.
As a result of the Merger, all rights, duties and obligations arising
under the Agreements will be assumed by American General which company will
assume all of the rights, duties and obligations of the Merged Company
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 the Merged Company to American General. To the extent applicable, your
signature below is deemed consent to an effective date of January 1, 2013 for
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, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements
shall remain
September 7, 2012
Page 2 of 2
unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. 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.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By:
-------------------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:
-------------------------------------------
Name:
Title:
Consented to, acknowledged and agreed:
STERLING CAPITAL VARIABLE INSURANCE FUNDS
By:
-------------------------------------------
Name:
Title:
STERLING CAPITAL MANAGEMENT LLC
By:
-------------------------------------------
Name:
Title:
September 7, 2012
SunAmerica Series Trust
Harborside Financial Center
0000 Xxxxx 0
Xxxxxx Xxxx, XX 00000-4992
Attn: Xxxxxxx Xxxxxxxx
Re: (1) Participation Agreement between SunAmerica Annuity and Life
Assurance Company (formerly known as AIG SunAmerica Life Assurance
Company and Anchor National Life Insurance Company) ("SAAL") and
SunAmerica Series Trust ("SAST"), dated as of March 7, 2011, as
amended;
(2) Shareholder Services Agreement between SAAL and SAST, dated as of
March 7, 2011, as amended;
(3) Information Sharing Agreement between SAAL and SAST, dated as of
April 16, 2007, as amended
(4) Fund Participation Agreement between American General Life Insurance
Company of Delaware (formerly AIG Life Insurance Company) ("AGL of
Delaware"), SunAmerica Series Trust and American General Equity
Services Corporation ("AGESC") (formerly AIG Equity Sales Corp.)
dated as of July 1, 1999 ("AGL of Delaware Agreement");
(5) Administrative Services Agreement between AGL of Delaware and
SunAmerica Asset Management Corp. dated July 1, 1999 (also referred
to as "AGL of Delaware Agreement"); and
(6) Information Sharing and Restricted Trading Agreement between AGL of
Delaware and SAST dated April 16, 2007 (also referred to as "AGL of
Delaware Agreement"). (each an "Agreement", and collectively, the
"Agreements") (SAAL and AGL of Delaware collectively referred to
hereinafter as the "Merged Companies")
Dear Fund Partner:
Effective December 8, 2009, AGL of Delaware changed its name from AIG
Life Insurance Company to American General Life Insurance Company of Delaware.
Any and all references in the AGL of Delaware Agreements to AIG Life Insurance
Company shall be changed to American General Life Insurance Company of Delaware
or AGL of Delaware, as appropriate. Also, AGESC replaced AIG Equity Sales Corp.
("AIG Equity"). AGESC is a registered broker-dealer under the Securities
Exchange Act of 1934. All references in the AGL of Delaware Agreements to AIG
Equity are hereby placed with American General Equity Services Corporation or
AGESC as appropriate.
As you may already be aware, the Merged Companies will be merging with
and into American General Life Insurance Company ("American General"), the
surviving company, effective January 1, 2013 (hereinafter referred to as the
"Merger").
SunAmerica Series Trust
September 7, 2012
Page 2 of 3
Your companies and/or related trusts have agreements with each of the
Merged Companies pursuant to which a trust acted as an investment vehicle for
separate accounts established by the Merged Companies for variable universal
life insurance policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if any of the Merged Companies were a party to
the Agreements, then all rights, duties and obligations arising under the
Agreements would be effectively assumed by American General which company will
assume the rights, duties and obligations of each of the Merged Companies
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 each of the Merged Companies to American General. To the extent applicable,
your signature below is deemed consent to an effective date of January 1, 2013
for 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, 2012 or subsequent to the new effective date.
Except to the extent amended by this letter agreement, the Agreements
shall remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. 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.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By:
----------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief
Executive Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: By:
---------------------------------- -----------------------------------
Name: Name:
Title: Title:
SunAmerica Series Trust
September 7, 2012
Page 3 of 3
AMERICAN GENERAL EQUITY SERVICES CORPORATION
ATTEST:
By: By:
---------------------------------- -----------------------------------
Name: Name:
Title: Title:
Consented to, acknowledged and agreed:
SUNAMERICA SERIES TRUST
By:
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Secretary
SUNAMERICA ASSET MANAGEMENT CORP.
By:
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and
Deputy General Counsel
SUNAMERICA CAPITAL SERVICES, INC.
By:
----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
September 7, 2012
X. Xxxx Price Associates, Inc.
X. Xxxx Price Investment Services, Inc.
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxxxx, Esq.
Re: (1) Participation Agreement among SunAmerica Annuity and Life
Assurance Company (formerly AIG SunAmerica Life Assurance
Company)("SAAL," also referred to herein as "Merged Company"), X.
Xxxx Price Equity Series, Inc. ("TRPES"), X. Xxxx Price Investment
Services ("TRPIS"), Inc., dated as of April 30, 2008;
(2) Administrative Services Letter Agreement between SAAL and X. Xxxx
Price Associates, Inc., dated as of April 30, 2008, as amended;
(3) Supplement for Distribution Services between SAAL and TRPIS, dated
as of April 30, 2008;
(4) Information Sharing Agreement between SAAL and TRPIS, dated as of
April 30, 2008; (each an "Agreement", and collectively, the
"Agreements")
Dear Fund Partner:
As you may already be aware, the Merged Company will be merging with and
into American General Life Insurance Company ("American General"), the surviving
company, effective January 1, 2013 (hereinafter referred to as the "Merger").
Your companies and/or related trusts have agreements with the Merged
Company pursuant to which a trust acted as an investment vehicle for separate
accounts established by the Merged Company for variable universal life insurance
policies and/or variable annuity contracts (the "Contracts").
As a result of the Merger, if the Merged Company was a party to the
Agreements, then all rights, duties and obligations arising under the Agreements
would be effectively assumed by American General which company will assume the
rights, duties and obligations of the Merged Company 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 the Merged Company to American General. To the extent applicable, your
signature below is deemed consent to an effective date of January 1, 2013 for
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, 2012 or subsequent to the new effective date.
September 7, 2012
Page 2 of 3
Except to the extent amended by this letter agreement, the Agreements
shall remain unchanged and in full force and effect, and are hereby ratified,
re-executed, and confirmed in all respects. 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.
IN WITNESS WHEREOF, the undersigned has caused this letter agreement to be
executed as of the date first above written.
SUNAMERICA ANNUITY AND LIFE ASSURANCE COMPANY
By:
----------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief
Executive Officer
AMERICAN GENERAL LIFE INSURANCE COMPANY
By:
----------------------------------
Name:
Title:
September 7, 2012
Page 3 of 3
Consented to, acknowledged and agreed:
X. XXXX PRICE EQUITY SERIES, INC.
By:
----------------------------------
Name:
Title:
X. XXXX PRICE INVESTMENT SERVICES
By:
----------------------------------
Name:
Title:
X. XXXX PRICE ASSOCIATES, INC.
By:
----------------------------------
Name:
Title:
