EXHIBIT (4)(b)
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 of4
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-l 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: /s/ Xxxx X. Xxxxx
------------------------------
Name: Xxxx X. Xxxxx
Title: President and Chief Executive Officer
SUNAMERICA CAPITAL SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
American Funds Insurance Series
September 7, 2012
Page 3 of 4
SUNAMERICA SERIES TRUST
By: /s/ Xxxx X. Xxxxxx
----------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President and Secretary
AMERICAN GENERAL LIFE INSURANCE COMPANY
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
ATTEST:
By: /s/ Xxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxx
--------------------------------------- By: -------------------------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxx X. Xxxxxx
Title: Senior Vice President Title: Assistant Secretary
Consented to, acknowledged and agreed:
AMERICAN FUNDS DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. XxXxxx
---------------------------------------
Name: Xxxxxxx X. XxXxxx
Title: Secretary Approved for Signature by CRMC Legal Dept. [LOGO]
CAPITAL RESEARCH AND MANAGEMENT
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President and Secretary
AMERICAN FUNDS INSURANCE SERIES
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President and Principal
Executive Officer
American Funds Insurance Series
September 7, 2012
Page 4 of 4
AMERICAN FUNDS SERVICES COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Secretary
