EXHIBIT (h)(43)(b)
AMENDMENT NO. 1 TO
RULE 22C-2 AMENDMENT TO PARTICPATION AGREEMENT
This Amendment No. 1 to the Rule 22c-2 Amendment to Participation
Agreement ("Agreement"), dated April 16, 2007, between PIMCO Investments, LLC
(as successor-in-interest to Allianz Global Investors Distributors LLC
("AGID")) ("PI"), the principal underwriter for PIMCO Variable Insurance Trust
(the "Trust") and AIG Life Insurance Company, American International Life
Assurance Company of New York, American General Life Insurance Company and The
United States Life Insurance Company in the City of New York (each an
"Intermediary"), is effective as of October 31, 2014.
WHEREAS, American General Life Insurance Company ("AGL"), the Trust(s)
and Allianz Global Investors Distributors LLC (f/k/a PIMCO Funds Distributors
LLC) ("AGID") entered into a Participation Agreement dated October 2, 2000 (the
"AGL Agreement");
WHEREAS, AGL (as successor to American General Life Insurance Company of
Delaware f/k/a AIG Life Insurance Company ("AGLD")), the Fund and AGID entered
into a Participation Agreement dated April 1, 2000 (the "AGLD Agreement);
WHEREAS, AGLD merged with and into AGL effective December 31, 2012 with
AGL as the surviving entity (the "Merger") and, in connection therewith, AGL
assumed all obligations and responsibilities of AGLD under the AGLD Agreement,
for all AGLD Contracts covered by the AGLD Agreement, as a result of the Merger;
WHEREAS, The United States Life Insurance Company in the City of New
York ("USL"), the Trust(s) and AGID entered into a Participation Agreement
dated October 2, 2000 (the "USL Agreement");
WHEREAS, American International Life Assurance Company of New York
("AILAC"), the Trust(s) and AGID entered into a Participation Agreement dated
April 1, 2000 (the "AILAC Agreement");
WHEREAS, AILAC merged with and into USL effective December 31, 2010 with
USL as the surviving entity (the "Merger") and, in connection therewith, USL
assumed all obligations and responsibilities of AILAC under the AILAC
Agreement, for all AILAC Contracts covered by the AILAC Agreement, as a result
of the Merger;
WHEREAS, the parties hereto and AGID entered into that certain Novation
of and Amendment to Participation Agreement, dated July 1, 2011, whereby PI was
substituted for AGID as a party to the AGL Agreement, the AGLD Agreement, the
USL Agreement and the AILAC Agreement;
WHEREAS, each Intermediary, pursuant to a Participation Agreement (as
defined in Section C.5 of the Agreement), purchases Shares of the Trusts to
fund certain variable life insurance or variable annuity contracts issued by
such Intermediary ("Contracts"); and
WHEREAS, PI and each Intermediary (each a "Party" and, together, the
"Parties") seek to enter into this Amendment in order for the Trust, PI and
Intermediary to clarify the Parties' obligations pursuant to Rule 22c-2 ("Rule
22c-2") under the Investment Company Act of 1940, as amended (the "1940 Act").
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. Section A.1 is hereby replaced in its entirety as follows:
"A.1 Limitation on Information Required to be Provided. Subject to the
information security policies (the "Policies") of the Intermediary or
Intermediary's parent company, American International Group, Inc., the
Intermediary agrees to provide the Fund Agent, upon written request, the
taxpayer identification number ("TIN"), the Individual/International
Taxpayer Identification Number ("ITIN"), or other government issued
identifier ("GII") and the Contract owner number or participant account
number, if known, of any or all Contractholder(s) of the account, the
name or other identifier of any investment professional(s) associated
with the Contractholder(s) or account (if known), and the amount, date
and transaction type (purchase, redemption, transfer, or exchange) of
every purchase, redemption, transfer, or exchange of Shares held through
an account maintained by the Intermediary during the period covered by
the request; provided, however that the Policies shall not conflict with
the requirements of Rule 22c-2 and that, in the event of any such
conflict, Intermediary shall provide Fund Agent, upon written request
with the information required under Rule 22c-2. Unless otherwise
specifically requested by the Fund Agent, the Intermediary shall only be
required to provide information relating to Contractholder-Initiated
Transfer Purchases or Contractholder-Initiated Transfer Redemptions. In
addition, Intermediary shall not be obligated to provide information
related to purchases or redemptions in contracts on which annuity
payments have begun where the Contractholder's ability to transfer is
limited or restricted due to the decision to annuitize."
2. Appendix A Representatives of the Intermediary is hereby added to the
Agreement (see attached).
3. All other terms and provisions of the Agreement not amended herein shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto affixed their respective
authorized signatures, intending that this Amendment No. 1 be effective as
indicated hereinabove.
AMERICAN GENERAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Executive Vice President,
Individual and Group
Retirement
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
By: /s/ Xxxxxx X. Xxxxxxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Executive Vice President,
Individual and Group
Retirement
PIMCO INVESTMENTS LLC
By: /s/ Xxxxxx X. Plump
---------------------------
Name: Xxxxxx X. Plump
Title: Head of Business
Management LOGO
Appendix A
Representatives of the Intermediary
Requests for Shareholder Information or Trading Restrictions must be directed
to the following email alias: 00x0xxxxxxxxxxxx@xxxxxxxxxx.xxx. In addition, a
copy will be sent by email to the following individuals and email addresses, or
such other individuals and email addresses as Intermediary may reasonably
designate in writing from time to time:
Xxxxx Xxxxxx, Vice President
Email: xxxxx.xxxxxx@xxxxx.xxx
Xxxxxxxx X. Xxxxxxx, Assistant Manager
Email: xxxxxxxx.xxxxxxx@xxxxx.xxx
