EXHIBIT (h)(16)(b)
[LOGO] American General
Life Companies
December ___, 2010
Vanguard Variable Insurance Fund
The Vanguard Group, Inc.
P. O. Box 2600
Valley Forge, PA 19482
Re: (1) Participation Agreement dated September 2, 2003 among American
International Life Assurance Company of New York ("AI Life"),
Vanguard Variable Insurance Fund ("Vanguard VIF"), The
Vanguard Group, Inc. and Vanguard Marketing Corporation
("Vanguard VIF Participation Agreement")
(2) Fund Participation Agreement dated December 27, 2001 among AIG
Life Insurance Company ("AIG Life"), on its own behalf and on
behalf of AI Life, and The Vanguard Group, Inc. ("Vanguard
Group Participation Agreement")
(3) Rule 22c-2 Amendment to Agreements dated April 16, 2007
between Vanguard VIF, The Vanguard Group, Inc., Vanguard
Marketing Corporation and AI Life ("Rule 22c-2 Agreement")
(Vanguard VIF Participation Agreement, Vanguard Group
Participation Agreement and Rule 22c-2 Agreement are
collectively referred to hereinafter as the "Agreements")
Dear Fund Partner:
In reference to the above Agreements, AI Life wishes to request your
consent and agreement to the following assignments or amendments to the
Agreements: (i) the assignment of the Agreements from AI Life to The United
States Life Insurance Company in the City of New York ("USL"), an affiliate of
AI Life and (ii) to replace references to AIG Equity Sales Corp. as the
principal underwriter in the Vanguard VIF Participation Agreement.
As you may already be aware, AI Life will be merging with and into USL,
the surviving company, effective December 31, 2010 (hereinafter referred to as
the "Merger").
Your fund trust company may have agreements with AI Life pursuant to
which the trust acted as an investment vehicle for separate accounts established
by AI Life for variable life insurance policies and variable annuity contracts
(the "Contracts").
As a result of the Merger, if AI Life was a party to the Agreements,
then all rights, duties and obligations arising under the Agreements would be
effectively assigned to USL which company will assume the rights, duties and
obligations of AI Life thereunder.
Pursuant to Article 11.8 of the Vanguard VIF Participation Agreement
and Section 8(d) of the Vanguard Group Participation Agreement, AI Life hereby
requests your consent to the assignment of its rights, duties and obligations
under such agreements to USL. AI Life also requests your consent to the
assignment of the rights, duties and obligations of AI Life under the Rule 22c-2
Agreement to USL. The consent to the assignments will be effective December 31,
2010.
AIG Life is a party to the Vanguard Group Participation Agreement,
however, its rights, duties and obligations under such agreement are unaffected
by the Merger. Effective December 8, 2009, AIG Life changed its name to American
General Life Insurance Company of Delaware.
American General Equity Services Corporation ("AGESC") replaced AIG
Equity Sales Corp. ("AIG Equity") as the principal underwriter for the Account
and any subaccounts thereof. AGESC is registered as a broker-dealer under the
Securities Exchange Act of 1934. All references in the Vanguard VIF
Participation Agreement to AIG Equity are hereby replaced with American General
Equity Services Corporation or AGESC, as appropriate.
To the extent that provisions of the Agreements and this Amendment are
in conflict, the terms of this Amendment shall control. Except to the extent
amended by this Amendment, the Agreements shall remain unchanged and in full
force and effect, and are hereby ratified and confirmed in all respects as
amended hereby.
If you have any questions regarding this matter, please contact
________________ at _______________ or ________________ at ____________.
AMERICAN GENERAL LIFE INSURANCE COMPANY OF DELAWARE
(FORMERLY AIG LIFE INSURANCE COMPANY)
ATTEST:
By: By:
---------------------------------- ----------------------------------
AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK
ATTEST:
By: By:
---------------------------------- ----------------------------------
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
ATTEST:
By: By:
---------------------------------- ----------------------------------
Consented to, Acknowledged and Agreed:
VANGUARD VARIABLE INSURANCE FUND
By:
----------------------------------
Name:
Title:
THE VANGUARD GROUP, INC.
By:
----------------------------------
Name:
Title:
VANGUARD MARKETING CORPORATION
By:
----------------------------------
Name:
Title:
AMERICAN GENERAL LIFE COMPANIES, LLC
0000 Xxxxx Xxxxxxx, X00-00 . Houston, TX 77019
