Exhibit (C)(3)
SELLING GROUP AGREEMENT - SERVICING ONLY
AMERICAN GENERAL EQUITY SERVICES CORPORATION AND
AMERICAN GENERAL LIFE INSURANCE COMPANY
This Selling Group Agreement - Servicing Only ("Agreement") is made by and
among AMERICAN GENERAL EQUITY SERVICES CORPORATION ("AGESC"), a Delaware
corporation, AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL"), a Texas domiciled
life insurance company, and the following parties:
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("Selling Group Member")
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("Associated Agency")
RECITALS
WHEREAS, AGL is a wholly-owned subsidiary of AMERICAN INTERNATIONAL GROUP, INC.
("AIG"), a Delaware corporation;
WHEREAS, AGESC is a direct, wholly-owned subsidiary of AGL;
WHEREAS, AGL and AGESC are parties to a distribution agreement whereby AGL has
granted AGESC a non-exclusive right to promote the sale of AGL products set
forth in Schedule A;
WHEREAS, Selling Group Member and the Associated Agency are affiliates of each
other and neither is an affiliate of AGL or AGESC; and
WHEREAS, AGESC, AGL, Selling Group Member and the Associated Agency wish to
enter into this Agreement for the purpose of providing for servicing of certain
AGL variable universal life insurance policies and variable annuity contracts.
NOW THEREFORE, in consideration of the premises and mutual promises set forth
herein, and intending to be legally bound hereby, the parties agree as follows:
1. PRODUCT DISTRIBUTION.
Subject to the terms, conditions and limitations of this Agreement, the
products covered under this Agreement shall be serviced in accordance
with this section.
(a) Designation of the Parties.
AGESC is a registered broker-dealer and distributor of the variable
universal life insurance policies and variable annuity contracts set
forth in Schedule A (collectively, the "Contracts").
AGL is a Texas licensed life insurance company issuing the Contracts.
The Contracts are registered with the Securities and Exchange Commission
(the "SEC").
Selling Group Member is registered with the SEC as a broker-dealer under
the Securities Exchange Act of 1934 ("1934 Act") and under any
appropriate regulatory requirements of state law and is a member in good
standing of the Financial Industry Regulatory Authority ("FINRA"),
unless Selling Group Member is exempt from the broker-dealer
registration requirements of the 1934 Act.
Selling Group Member has FINRA registered representatives who will
service the Contracts.
The Associated Agency is a licensed insurance agency and will be
appointed by AGL as an agent of AGL as required by the appropriate state
Insurance Department. The relationship between the Associated Agency and
AGL is that of an independent contractor.
The FINRA registered representatives affiliated with Selling Group
Member are also appropriately licensed insurance agents of the
Associated Agency and upon approval by AGL, will be appointed by AGL as
agents of AGL with the appropriate Insurance Department ("Sales
Persons"). The relationship between the Sales Persons and Selling Group
Member and the Sales Persons and AGL is that of independent contractor.
AGESC hereby appoints Selling Group Member and the Sales Persons to
service the Contracts.
The appointment by AGESC of Selling Group Member and the Sales Persons
and the appointment by AGL of the Associated Agency and the Sales
Persons for the servicing of these Contracts is not to be deemed
exclusive in any manner and only extends to servicing of the Contracts.
(b) Responsibilities Of The Parties/Compliance.
(i) SELLING GROUP MEMBER/SALES PERSONS.
Selling Group Member shall be responsible for the servicing
activities of the Sales Persons and shall exercise supervisory
oversight over the Associated Agency and the Sales Persons with
respect to such activities.
Selling Group Member shall be solely responsible for the approval
of suitability determinations related to the selection of any
investment option under the Contracts, in compliance with federal
and state securities laws and shall supervise the Associated
Agency and the Sales Persons in determining suitability. Selling
Group Member shall hold AGL and AGESC harmless from any financial
claim resulting from improper
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suitability decisions or failure to supervise the Associated
Agency and the Sales Persons in accordance with federal
securities laws and FINRA regulation.
Selling Group Member will fully comply with the requirements of
FINRA and of the 1934 Act and such other applicable federal and
state securities laws and will establish rules, procedures and
supervisory and inspection techniques necessary to diligently
supervise the activities of the Sales Persons in connection with
servicing of the Contracts. Such supervision shall include, but
not be limited to providing, or arranging for, initial and
periodic training in Contract provisions and benefits. Upon
request by AGESC or AGL, Selling Group Member will furnish
appropriate records as are necessary to establish diligent
supervision.
Selling Group Member shall pay all costs associated with
registering and complying with the various rules of the SEC and
FINRA relating to broker-dealers.
Selling Group Member shall fully cooperate in any insurance or
securities regulatory examination, investigation, or proceeding
or any judicial proceeding with respect to AGL, AGESC, Selling
Group Member and Associated Agency and their respective
affiliates, agents and representatives to the extent that such
examination, investigation, or proceeding arises in connection
with the Contracts. Selling Group Member shall immediately notify
AGESC if its broker-dealer registration or the registration of
any of its Sales Persons is revoked, suspended or terminated.
Selling Group Member shall also immediately notify AGL if its
broker-dealer registration is revoked, suspended or terminated.
(ii) THE ASSOCIATED AGENCY/SALES PERSONS.
Associated Agency is authorized to recommend Sales Persons for
appointment by AGL to service the Contracts. Associated Agency
warrants that no Sales Person shall provide servicing for the
Contracts until that Sales Person is appropriately licensed and
appointed by AGL to service the Contracts. Associated Agency
shall be responsible for all fees required to obtain and/or
maintain any licenses or registrations required by applicable
Insurance Law. Associated Agency will fully comply with the
requirements of all applicable insurance laws and regulations.
Associated Agency shall fully cooperate in any insurance or
securities regulatory examination, investigation, or proceeding
or any judicial proceeding with respect to AGL, AGESC, Selling
Group Member and Associated Agency and their respective
affiliates, agents and representatives to the extent that such
examination, investigation, or proceeding arises in connection
with the Contracts. Associated Agency shall immediately notify
AGESC if its insurance license or the license of any of its Sales
Persons is revoked, suspended, or terminated.
(iii) AGL.
AGL warrants, represents and covenants that the prospectus(es)
and registration statement(s) relating to the Contracts and all
sales materials, if any, approved by AGL with respect to the
Contracts, contain no untrue statements of material fact or
omission of
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a material fact, the omission of which makes any statement
contained therein materially false or misleading. AGL agrees to
indemnify and hold harmless Associated Agency and Selling Group
Member from and against any claims, liabilities and expenses
which may be incurred by any of those parties under the
Securities Act of 1933 ("1933 Act"), the 1934 Act, the Investment
Company Act of 1940 (the "1940 Act") common law, or otherwise,
that arise out of a breach of this paragraph.
AGL shall fully cooperate in any insurance or securities
regulatory examination, investigation, or proceeding or any
judicial proceeding with respect to AGL, AGESC, Selling Group
Member and/or Associated Agency and their respective affiliates,
agents and representatives to the extent that such examination,
investigation, or proceedings arise in connection with the
Contracts.
(iv) AGESC.
AGESC shall fully cooperate in any insurance or securities
regulatory examination, investigation, or proceeding or any
judicial proceeding with respect to AGL, AGESC, Selling Group
Member and/or Associated Agency and their respective affiliates,
agents and representatives to the extent that such examination,
investigation, or proceedings arise in connection with the
Contracts. AGESC shall immediately notify Selling Group Member
and the Associated Agency if its broker-dealer registration is
revoked, suspended or terminated.
(c) New Products.
AGL and AGESC will not propose and AGL will not issue any additional or
successor Contracts. This Agreement is solely for the purpose of
servicing Contracts listed on Schedule A.
(d) Sales Material/Books and Records.
Associated Agency, Selling Group Member and Sales Persons shall not
utilize, in their efforts to service the Contracts, any written
brochure, prospectus, descriptive literature, printed and published
material, audio-visual material or standard letters unless such material
has been provided preprinted by AGL or unless AGL has provided prior
written approval for the use of such literature. In accordance with any
applicable insurance laws and regulations, Associated Agency and/or
Selling Group Member shall maintain complete records indicating the
manner and extent of distribution of any such solicitation material,
shall make such records and files available to AGL and/or AGESC and
shall forward such records to AGL and AGESC. Additionally, Selling Group
Member and/or Associated Agency shall make such material available to
personnel of state insurance departments, FINRA or other regulatory
agencies, including the SEC, which may have regulatory authority over
AGL or AGESC. Associated Agency and Selling Group Member jointly and
severally hold AGL, AGESC and their affiliates harmless from any
liability arising from the use of any material which either (i) has not
been specifically approved in writing by AGL, or (ii) although
previously approved, has been disapproved by AGL in writing for further
use.
Selling Group Member will reflect all transactions in the Contracts by
Associated Agency and the Sales Persons on the books and records of
Selling Group Member. Selling Group Member
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hereby designates the principal place of business of Associated Agency
as an Office of Supervisory Jurisdiction of Selling Group Member.
2. COMPENSATION.
AGL will remit to Associated Agency all compensation set forth in the
Schedule B that was applicable at the time the Contract was issued and
for which compensation is to be paid in compliance with any applicable
insurance laws and regulations. Associated Agency will remit the
compensation otherwise due and payable to Sales Persons to Selling Group
Member which, in turn, will pay the Sales Persons. AGL will not accept
or otherwise honor any assignment of compensation by Associated Agency
in connection with the sale of the Contracts, unless such assignment
complies with all applicable insurance laws and regulations.
3. CUSTOMER SERVICE AND COMPLAINTS.
Selling Group Member and Associated Agency consent that AGL and/or AGESC
may contact Contract owners, including utilizing information received
from them with respect to the Contract and pursuant to processing any
claims and complaints under a Contract. The parties agree to cooperate
fully in the investigation and processing of any complaint associated
with the sale of the Contracts under this Agreement.
4. INDEMNIFICATION.
Selling Group Member and Associated Agency agree to hold harmless and
indemnify AGESC and AGL and each of their respective employees,
controlling persons, officers or directors against any losses, expenses
(including reasonable attorneys' fees and court costs), damages or
liabilities to which AGESC and/or AGL or such affiliates, controlling
persons, officers or directors become subject, under the 1933 Act, any
applicable insurance laws or regulations or otherwise, insofar as such
losses, expenses, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any performance, non-performance or
breach of any warranty, representation or covenant of this Agreement by
Selling Group Member, Associated Agency, and/or Sales Persons, or are
based upon any alleged or untrue statement of Selling Group Member,
Associated Agency or Sales Person other than statements contained in the
AGL approved sales material for any Contract, or in the registration
statement or prospectus for any Contract.
AGL hereby agrees to indemnify and hold harmless Selling Group Member
and Associated Agency and each of their respective employees,
controlling persons, officers or directors against any losses, expenses
(including reasonable attorneys' fees and court costs), damages or
liabilities to which Selling Group Member and/or Associated Agency or
such affiliates, controlling persons, officers or directors become
subject, under the 1933 Act, the 1934 Act, the 1940 Act, any applicable
insurance laws or regulations or otherwise, insofar as such losses,
expenses, damages or liabilities (or actions in respect thereof) arise
out of or are based upon AGL's performance, non-performance or breach by
AGL or AGESC of any warranty, representation or covenant of this
Agreement, or are based upon any untrue statement contained in, or
material omission from, the prospectus, the registration statement or
the approved sales materials, if any, for any of the Contracts.
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5. FIDELITY BOND.
Associated Agency represents that all directors, officers, employees and
Sales Persons of Associated Agency licensed pursuant to this Agreement
or who have access to funds of AGL are and will continue to be covered
by a blanket fidelity bond including coverage for larceny, embezzlement
and other defalcation, issued by a reputable bonding company. This bond
shall be maintained at Associated Agency's expense.
Such bond shall be at least equivalent to the minimal coverage required
under the Conduct Rules of FINRA and endorsed to extend coverage to life
insurance and annuity transactions. Associated Agency acknowledges that
AGL may require evidence that such coverage is in force
and Associated Agency shall promptly give notice to AGL of any notice of
cancellation or change of coverage.
Associated Agency assigns any proceeds received from the fidelity bond
company to AGL to the extent of AGL's loss due to activities covered by
the bond. If there is any deficiency, Associated Agency will promptly
pay AGL that amount on demand. Associated Agency indemnifies and holds
harmless AGL from any deficiency and from the cost of collection.
6. LIMITATIONS ON AUTHORITY.
The Contract forms are the sole property of AGL. No person other than
AGL has the authority to make, alter or discharge any policy, Contract,
certificate, supplemental contract or form issued by AGL. No party has
the right to waive any provision with respect to any Contract or policy;
give or offer to give, on behalf of AGL, any tax or legal advice related
to the purchase of a Contract or policy, or make any settlement of any
claim or bind AGL or any of its affiliates in any way. No person has the
authority to enter into any proceeding in a court of law or before a
regulatory agency in the name of or on behalf of AGL except for
appropriate authorized representatives.
7. ARBITRATION.
The parties agree that any controversy between or among them arising out
of their business or pursuant to this Agreement that cannot be settled
by agreement shall be taken to arbitration as set forth herein. Such
arbitration will be conducted according to the securities arbitration
rules of FINRA then in effect. Arbitration may be initiated by serving
or mailing a written notice.
The arbitrators shall render a written opinion, specifying the factual
and legal bases for the award, with a view to effecting the intent of
this Agreement. The written opinion shall be signed by a majority of the
arbitrators. In rendering the written opinion, the arbitrators shall
determine the rights and obligations of the parties according to the
substantive and procedural laws of the State of Texas. Accordingly, the
written opinion of the arbitrators will be determined by the rule of law
and not by equity. The decision of the majority of the arbitrators shall
be final and binding on the parties and shall be enforced by the courts
in Texas.
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8. CONFIDENTIALITY AND PROTECTION OF NONPUBLIC PERSONAL INFORMATION.
(A) Confidentiality.
"Confidential Information" of a party shall mean all confidential
or proprietary information, including trade secrets, expressions,
ideas, business practices and Sales Persons of such party in any
medium, as well as the terms of this Agreement, but shall not
include NPI (as defined below) which is subject to separate
provisions of this Agreement. For purposes of this Agreement and
unless otherwise indicated, reference to each party shall include
their affiliates, agents and contractors. All Confidential
Information relating to a party shall be held in confidence by
the other party to the same extent and in at least the same
manner as such party protects its own confidential or proprietary
information, but in no case to a lesser extent than reasonable
care under the circumstances requires. No party shall disclose,
publish, release, transfer or otherwise make available
Confidential Information of any other party in any form to, or
for the use or benefit of, any person or entity without the other
parties' consent. Each party shall, however, be permitted to
disclose relevant aspects of the other parties' Confidential
Information to its officers, agents, subcontractors and employees
to the extent that such disclosure is reasonably necessary for
the performance of its duties and obligations under this
Agreement; provided, however, that such party shall take all
reasonable measures to ensure that Confidential Information of
the other party or parties is not disclosed or duplicated in
contravention of the provisions of this Agreement by such
officers, agents, subcontractors and employees.
The obligations herein shall not restrict any disclosure by any
party to (a) any governmental and "quasi-governmental" authority
having jurisdiction over such party, pursuant to any applicable
state or federal laws, or (b) by order of any court or government
agency (provided that the disclosing party shall give prompt
notice to the non-disclosing party or parties of such order) and
(c) shall not apply with respect to Confidential Information
which (1) is developed by the other party independently of the
Confidential Information of the disclosing party without
violating the disclosing party's proprietary rights, (2) is or
becomes publicly known (other than through unauthorized
disclosure), (3) is disclosed by the owner of such information to
a third party free of any obligation of confidentiality, (4) is
already known by such party without an obligation of
confidentiality other than pursuant to this Agreement or any
confidentiality agreements entered into before the effective date
of this Agreement, or (5) is rightfully received by a party free
of any obligation of confidentiality.
(B) Protection of Nonpublic Personal Information.
(1) Definition of Nonpublic Personal Information.
Nonpublic personal information of customers or consumers ("NPI")
includes, but is not limited to, names, addresses, account
balances, account numbers, account activity, social security
numbers, taxpayer identification numbers, and sensitive,
financial and health information. NPI includes information on
each party's forms or in a database of any kind,
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information created by each party, information collected by or on
behalf of a party, and personally identifiable information
derived from NPI.
There may be instances where each party will have the same NPI
that may be subject to different privacy policies and procedures
according to the notices provided to the customer or consumer by
the respective parties to the Agreement.
(2) Disclosure and Use of NPI.
All NPI that any party obtains as a result of this relationship
shall not be used, disclosed, reused or redisclosed to any third
party, except to carry out the purposes for which the information
was disclosed or as otherwise permitted or required by law. All
NPI of the other parties shall be held in confidence to the same
extent and in at least the same manner as the holding party
protects its own NPI, but in no case in a lesser manner than a
reasonable degree of care under the circumstances.
Each party shall be permitted to disclose relevant aspects of the
other parties' NPI to its officers, agents, subcontractors and
employees only to the extent that such disclosure is reasonably
necessary for the performance of its duties and obligations under
the Agreement; provided that such party shall take all reasonable
measures to ensure that the NPI of the other party or parties is
not disclosed or reproduced in contravention of the provisions of
this Agreement by such party's officers, agents, subcontractors
and employees.
The obligations of this Agreement shall not restrict any
disclosure by any party (a) to any governmental or "quasi'
governmental" authority having jurisdiction thereon, pursuant to
any applicable state or federal laws, or (b) by request or order
of any court or government agency (provided that the disclosing
party shall seek appropriate protections and provide prompt
notice to the non-disclosing party or parties of such order that
any other party will have a reasonable opportunity to oppose the
disclosure, request or order).
The obligations of this Agreement shall not apply to information
which, without breach of obligation of confidentiality: (1) is
independently developed by a party; (2) is or becomes publicly
known; (3) is already known by such party as evidenced by the
written records of such party; or (4) is obtained from an
independent source.
(3) Security of NPI.
The parties further agree to establish and maintain policies and
procedures reasonably designed to ensure the confidentiality and
security of NPI. This shall include procedures to protect against
any anticipated threats or hazards to the security or integrity
of the information and unauthorized access to or use of the
information. For reasonable cause, each party may audit the use
or disclosure of NPI upon reasonable written notice to the other
party. Each party will promptly advise the other parties of any
breach of obligations of this Agreement with respect to NPI of
which the breaching party is aware.
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(4) Other Provisions.
The parties agree that they shall abide by the provisions of the
Xxxxx-Xxxxx-Xxxxxx Act and other applicable privacy laws and
regulations and that the obligations described herein shall
continue after termination of this Agreement. Any provision in
this Agreement or any agreement that is inconsistent with the
obligations herein shall be void.
This Agreement comprises the entire agreement among the parties
concerning NPI. There are no oral or implied promises or other
obligations concerning said subject matter that have not been set
forth herein. This Agreement may not be modified without a
written agreement executed by all parties.
9. ANTI-MONEY LAUNDERING COMPLIANCE.
Selling Group Member acknowledges that it is responsible for anti-money
laundering compliance related to retail sales and servicing of Contracts
conducted pursuant to this Agreement. Selling Group Member has
established and implemented policies and procedures reasonably designed
to discharge its obligations pursuant to applicable federal laws and
regulations regarding money laundering, including applicable provisions
of U.S. Public Law 107-56, the USA Patriot Act and specifically the
regulations of the U.S. Department of the Treasury adopted pursuant to
Section 352 of the USA Patriot Act, other applicable regulations of the
U.S. Department of the Treasury, and the Executive Orders related to the
U.S. Department of the Treasury's Office of Foreign Assets Control
("OFAC"). Without limitation, the policies and procedures are designed
to reasonably assure:
(A) That Selling Group Member reasonably believes and believes in
fact that all evidence of identity of a purchaser of a Contract
furnished in connection with an application for the purchase of
such Contract is genuine.
(B) That Selling Group Member reasonably believes and believes in
fact that no premium funds tendered for the purchase of a
Contract directly or indirectly are derived from activities that
may contravene U.S. federal, state or international laws or
regulations.
(C) That Selling Group Member reasonably believes and believes in
fact that no applicant for a Contract ("Applicant"), nor any
person controlling, controlled by or under common control with an
Applicant, or a person for whom such Applicant is acting as agent
or nominee in connection with the acquisition of such Contract,
or who will have a beneficial interest in such Contract, is:
(1) a country, territory, organization or person or entity named
on the List of Specially Designated Nationals and Blocked
Persons maintained by OFAC, as such list may be amended from
time to time;
(2) a person or entity that resides or has a place of business
in a country or territory named on an OFAC list, or that is
designated as a Non-Cooperative Jurisdiction by the
Financial Action Task Force on Money Laundering, or whose
premium funds tendered for the acquisition of such Contract
are transferred from or through any such country or
territory;
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(3) a "foreign shell bank" as such term is described in 31
U.S.C. Section 5318(j) and U.S. Department of the Treasury
regulations thereunder;
(4) a person or entity that resides in or is organized under the
laws of a jurisdiction designated by the Secretary of the
Treasury pursuant to 31 U.S.C. Section 5318A as a
"jurisdiction of primary money laundering concern;" or,
(5) a "senior foreign political figure," or a "family member" or
"close associate" of such a senior foreign political figure
within the meaning of the Guidance on Enhanced Scrutiny for
Transactions that May Involve the Proceeds of Foreign
Official Corruption issued by the U.S. Department of the
Treasury or, if Selling Group Member has determined that an
applicant or such other person is a "senior foreign
political figure," or a "family member" or "close associate"
of a senior foreign political figure, the broker dealer has
diligently scrutinized the proposed purchase of the Contract
by or for the benefit of such person.
(D) Selling Group Member agrees to certify annually, if requested,
that it has implemented and complied with its anti-money
laundering obligations and will upon reasonable request provide
documentation concerning its anti-money laundering policies,
procedures and processes.
10. GENERAL PROVISIONS.
(a) Waiver.
Failure of any of the parties to promptly insist upon strict
compliance with any of the obligations of any other party under
this Agreement will not be deemed to constitute a waiver of the
right to enforce strict compliance.
(b) Independent Assignment.
No assignment of this Agreement or of commissions or other
payments under this Agreement shall be valid without prior
written consent of AGL. Furthermore, except as provided below,
this Agreement and any rights pursuant hereto shall be assignable
only upon the written consent of all of the parties hereto.
Except as and to the extent specifically provided in this
Agreement, nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto,
or their respective legal successors, any rights, remedies,
obligations, or liabilities, or to relieve any person other than
the parties hereto or their respective legal successors, from any
obligations or liabilities that would otherwise be applicable.
(c) Notice.
Any notice pursuant to this Agreement may be given electronically
(other than vocally by telephone) or by mail, postage paid,
transmitted to the last address communicated by the receiving
party to the other parties to this Agreement.
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(d) Severability.
To the extent this Agreement may be in conflict with any
applicable law or regulation, this Agreement shall be construed
in a manner consistent with such law or regulation. The
invalidity or illegality of any provision of this Agreement shall
not be deemed to affect the validity or legality of any other
provision of this Agreement.
(e) Amendment.
This Agreement may be amended only in writing and signed by all
parties. No amendment will impair the right to receive
commissions accrued with respect to Contracts issued and
applications procured prior to the amendment.
(f) Entire Agreement.
This Agreement together with such amendments as may from time to
time be executed in writing by the parties, constitutes the
entire agreement and understanding between the parties in respect
to the transactions contemplated hereby and supersedes all prior
agreements, arrangements and understandings related to the
subject matter hereof.
(g) Termination.
This Agreement may be terminated by any party upon 30 days' prior
written notice. It may be terminated for cause, defined as a
material breach of this Agreement, by any party immediately.
Termination of this Agreement shall not impair the right to
receive commissions or service fees accrued prior to the
termination except for a termination due to cause.
(h) Governing Law.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas applicable to
contracts made and to be performed in that state, without regard
to principles of conflict of laws.
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By signing below, the undersigned agree to have read and be bound by the terms
and conditions of this Agreement.
Date:
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SELLING GROUP MEMBER:
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(BROKER-DEALER) (TAX ID #)
Address:
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Signature:
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Name & Title:
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ASSOCIATED AGENCY:
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(PRIMARY INSURANCE AGENCY) (TAX ID #)
Address:
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Signature:
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Name & Title:
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American General Equity Services Corporation
0000-X Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
Signature:
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Name & Title:
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American General Life Insurance Company
0000-X Xxxxx Xxxxxxx
Xxxxxxx Xxxxx 00000
Signature:
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Name & Title
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SCHEDULE A
(April 2, 2010)
AMERICAN GENERAL LIFE INSURANCE COMPANY
CONTRACTS COVERED BY THIS AGREEMENT
VARIABLE LIFE INSURANCE CONTRACTS (SERVICING ONLY):
CONTRACT REGISTRATION FORMS SEPARATE
CONTRACT NAME FORM NOS. AND NUMBERS ACCOUNT
-------------------------------------------------------------------------------
.. AG Corporate Investor 99301 Form N-6 VL-R
Nos. 811-08561
333-143072
.. AG Income Advantage VUL 07704 Form N-6 VL-R
Nos. 811-08561
333-144594
.. AG Legacy Plus 99616 Form N-6 VL-R
Nos. 811-08561
333-89897
.. Xxxxxxxxx Xxxxxxx 00000 Form N-6 VL-R
Nos. 811-08561
333-80191
.. Corporate Investor Select 08301 Form N-6 VL-R
Nos. 811-08561
333-153093
.. Equibuilder T1735A Form N-6 VUL
Nos. 811-05794
333-102301
.. Equibuilder II T1735 Form N-6 VUL-2
Nos. 811-06366
333-102300
.. Equibuilder III T1735 Form N-6 VUL-2
Nos. 811-06366
333-102299
.. Income Advantage Select 08704 Form N-6 VL-R
Nos. 811-08561
333-151576
.. Platinum Investor I 97600 Form N-6 VL-R
Nos. 811-08561
333-42567
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SCHEDULE A (Continued)
(April 2, 2010)
VARIABLE LIFE INSURANCE CONTRACTS (SERVICING ONLY):
CONTRACT REGISTRATION FORMS SEPARATE
CONTRACT NAME FORM NOS. AND NUMBERS ACCOUNT
--------------------------------------------------------------------------------
.. Platinum Investor II 97610 Form N-6 VL-R
Nos. 811-08561
333-103361
.. Platinum Investor III 00600 Form N-6 VL-R
Nos. 811-08561
333-43264
.. Platinum Investor IV 04604 Form N-6 VL-R
Nos. 811-08561
333-118318
.. Platinum Investor 03601 Form N-6 VL-R
FlexDirector Nos. 811-08561
333-109613
.. Platinum Investor PLUS 02600 Form N-6 VL-R
Nos. 811-08561
333-82982
.. Platinum Investor 99206 Form N-6 VL-R
Survivor Nos. 811-08561
333-90787
.. Platinum Investor 01206 Form N-6 VL-R
Survivor II Nos. 811-08561
333-65170
.. Platinum Investor VIP 05604 Form N-6 VL-R
Nos. 811-08561
333-137817
.. Protection Advantage Select 07921 Form N-6 VL-R
Nos. 811-08561
333-146948
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SCHEDULE A (Continued)
(April 2, 2010)
VARIABLE ANNUITY CONTRACTS (SERVICING ONLY):
CONTRACT REGISTRATION FORMS SEPARATE
CONTRACT NAME FORM NOS. AND NUMBERS ACCOUNT
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.. The Chairman Variable Annuity T1575 Form X-0 XX-0
X0000X Xxx. 811-07781
333-102302
.. Generations Variable Annuity 95020 Form N-4 D
95021 Nos. 811-02441
033-43390
.. Platinum Investor Variable
Annuity 98020 Form N-4 D
Nos. 811-02441
333-70667
15