EXHIBIT (H)(24)(C)
SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT
This SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT (this "Amendment"), dated and
effective as of , 2013, is by and among VANGUARD VARIABLE INSURANCE FUND,
THE VANGUARD GROUP, INC., VANGUARD MARKETING CORPORATION and AMERICAN GENERAL
LIFE INSURANCE COMPANY ("AGL").
WITNESSETH:
WHEREAS, the parties hereto have entered into a Participation Agreement
dated as of October 2, 2000, as amended (the "Participation Agreement"),
pursuant to which the Sponsor has agreed to make shares of certain Portfolios
of the Fund available for purchase and redemption by certain Accounts of the
Company in connection with the Company's Variable Insurance Products;
WHEREAS, it is anticipated that American General Equity Services Corporation
("AGESC") will merge with and into SunAmerica Capital Services, Inc. ("SACS"),
the surviving company and also an affiliate of AGL, on or after June 28, 2013
(the "Merger"); and the parties desire to affirm and acknowledge that upon
occurrence of such event, SACS will succeed AGESC as the underwriter for each
Account with respect to the Variable Insurance Products, and to arrange that
upon occurrence of such event, all references in the Participation Agreement to
AGESC (or to any predecessor thereof) be replaced with references to SACS; and
WHEREAS, the parties desire to modify the Participation Agreement in certain
other respects;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto, intending to be legally bound, hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms in this
Amendment shall have the meanings assigned in the Participation Agreement.
2. Amendment of Participation Agreement. The Participation Agreement is hereby
amended as follows:
(a) All references in the Participation Agreement to the National
Association of Securities Dealers, Inc. and to the NASD are replaced with
references to the Financial Industry Regulatory Authority, Inc. and FINRA,
respectively.
(b) The fifth Whereas clause in the recitals of the Participation Agreement
is deleted and replaced in its entirety with the following:
"WHEREAS, the Company has established or will establish one or more
Accounts to fund certain variable life insurance policies and/or variable
annuity contracts (the "Variable Insurance Products"), which Accounts and
Variable Insurance Products are registered under the 1940 Act and the 1933
Act, respectively; and"
(c) The following is added to the recitals of the Participation Agreement as
a new ninth Whereas clause:
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"WHEREAS, the Company and the Sponsor have entered into an Electronic
Trading Agreement dated , 2013 (the "Electronic Trading Agreement")
which sets forth the operational provisions governing the purchase and
redemption of shares of the Fund by the Accounts and related matters;"
(d) Section 1.1 of Article I of the Participation Agreement is deleted in
its entirety and replaced with the following:
"1.1 The Sponsor and the Distributor agree to sell to the Company those
shares of the Portfolios of the Fund listed on Schedule B which each Account
orders, in accordance with the Electronic Trading Agreement."
(e) Section 1.2 of Article I of the Participation Agreement is deleted in
its entirety and replaced with the following:
"1.2 Intentionally omitted.
(f) Section 1.6 of Article I of the Participation Agreement is deleted in
its entirety and replaced with the following:
"1.6 The Fund agrees to redeem for cash, on the Company's request, any
full or fractional shares of the Fund held by an Account, in accordance with
the Electronic Trading Agreement. The Fund reserves the right to suspend
redemption privileges or pay redemptions in kind, as disclosed in the Fund's
prospectus or statement of additional information. The Fund agrees to treat
the Company like any other shareholder in similar circumstances in making
these determinations."
(g) Section 1.8 of Article I of the Participation Agreement is deleted in
its entirety and replaced with the following:
"1.8 Intentionally omitted."
(h) Section 1.9 of Article I of the Participation Agreement is deleted in
its entirety and replaced with the following:
"1.9 Intentionally omitted."
(i) Sections 1.12, 1.13, and 1.14 of Article I of the Participation
Agreement are each deleted in their entirety.
(j) The following is added to the Participation Agreement as a new
Section 2.13(d):
"(d) The number of Portfolios of the Fund available for investment by the
Accounts will not constitute a majority of the total number of mutual funds
or portfolio selections available for investment by the Accounts in any
Variable Insurance Product that is a variable annuity."
(k) The following is added to the end of Section 4.1 of the Participation
Agreement as an additional sentence:
"In connection with the identification of the Portfolios in any such
material, the use of the Sponsor's name or identification of the Portfolios
shall be given no greater prominence than
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any other mutual fund or portfolio selection offered in a Variable Insurance
Product that is a variable annuity."
(l) Schedule A to the Participation Agreement is hereby replaced with
Schedule A attached to this Amendment.
(m) Schedule B to the Participation Agreement is hereby replaced with
Schedule B attached to this Amendment.
(n) Schedules C and D to the Participation Agreement are hereby deleted.
(o) All references in the Participation Agreement to AGESC (or to any
predecessor thereof) shall be replaced with references to SACS. The parties
hereto agree that such replacement shall be effective on the effective date of
the Merger.
3. No Other Modifications. Except as specifically modified hereby, the
Participation Agreement remains in full force and effect. If this Amendment
conflicts in any way with the terms of the Participation Agreement, the terms
of this Amendment shall control.
4. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same instrument. This Amendment shall become binding
when any two or more counterparts thereof, individually or taken together, bear
the signatures of all parties hereto. For the purposes hereof, a facsimile copy
of this Amendment, including the signature pages hereto, shall be deemed an
original.
0279299 FAS/IAM VVIF AMDT 3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed on their behalf by their duly authorized officers as of the day and
year first above written.
VANGUARD VARIABLE INSURANCE FUND
By: -------------------------------
Name: -------------------------------
Title: -------------------------------
THE VANGUARD GROUP, INC.
By: -------------------------------
Name: -------------------------------
Title: -------------------------------
VANGUARD MARKETING CORPORATION
By: -------------------------------
Name: -------------------------------
Title: -------------------------------
AMERICAN GENERAL LIFE INSURANCE COMPANY
By: -------------------------------
Name: -------------------------------
Title: -------------------------------
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SCHEDULE A
SEPARATE ACCOUNTS AND ASSOCIATED CONTRACTS
(UPDATED AND EFFECTIVE AS OF , 2013)
NAME OF SEPARATE ACCOUNT CONTRACTS FUNDED BY SEPARATE ACCOUNT
------------------------ ------------------------------------
Separate Account VL-R Platinum Investor I VUL
(May 1, 1997) Platinum Investor II VUL
Platinum Investor III VUL
Platinum Investor Survivor VUL
Corporate America VUL
Platinum Investor Survivor II VUL
Platinum Investor PLUS VUL
Platinum Investor FlexDirector VUL
Platinum Investor IV VUL
Platinum Investor VIP VUL
AG Corporate Investor VUL
AG Income Advantage VUL
Protection Advantage Select VUL
Income Advantage Select VUL
Corporate Investor Select VUL
Survivor Advantage VUL
Separate Account D Platinum Investor Immediate VA
(November 19, 1973)
Separate Account II Executive Advantage VUL (effective January 1, 2013)
(June 5, 1986)
[Signature page follows.]
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This Schedule A to the Participation Agreement dated October 2, 2000 by and
among the parties identified below is updated and effective as of , 2013,
and replaces all prior versions of this Schedule.
This Schedule A may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument. This Schedule A shall become binding when any two or more
counterparts thereof, individually or taken together, bear the signatures of
all parties hereto. For the purposes hereof, a facsimile copy of this
Schedule A, including the signature pages hereto, shall be deemed an original.
VANGUARD VARIABLE INSURANCE FUND THE VANGUARD GROUP, INC.
BY: ----------------------------- BY: -----------------------------
NAME: NAME: -----------------------------
TITLE: TITLE:
VANGUARD MARKETING CORPORATION AMERICAN GENERAL LIFE INSURANCE
COMPANY
BY: ----------------------------- BY: -----------------------------
NAME: NAME: -----------------------------
TITLE: TITLE: -----------------------------
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SCHEDULE B
PORTFOLIOS
(UPDATED AND EFFECTIVE AS OF , 2013)
The following Portfolios of the Vanguard Variable Insurance Fund shall be
made available as investments underlying the Variable Insurance Products,
subject to the limitations set forth in Section 2.13(d) hereof:
Money Market Portfolio
Total Bond Market Index Portfolio
High-Yield Bond Portfolio
Short-Term Investment Grade Portfolio
Balanced Portfolio
Diversified Value Portfolio
Equity Income Portfolio
Equity Index Portfolio
Growth Portfolio
Mid-Cap Index Portfolio
REIT Index Portfolio
Small Company Growth Portfolio
International Portfolio
Total Stock Market Index Portfolio
Capital Growth Portfolio
Conservative Allocation Portfolio
Moderate Allocation Portfolio
[Signature page follows.]
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This Schedule B to the Participation Agreement dated October 2, 2000 by and
among the parties identified below is updated and effective as of , 2013,
and replaces all prior versions of this Schedule.
This Schedule B may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument. This Schedule B shall become binding when any two or more
counterparts thereof, individually or taken together, bear the signatures of
all parties hereto. For the purposes hereof, a facsimile copy of this Schedule
B, including the signature pages hereto, shall be deemed an original.
VANGUARD VARIABLE INSURANCE FUND THE VANGUARD GROUP, INC.
BY: ----------------------------- BY: -----------------------------
NAME: NAME: -----------------------------
TITLE: TITLE: Principal
VANGUARD MARKETING CORPORATION AMERICAN GENERAL LIFE INSURANCE
COMPANY
BY: ----------------------------- BY: -----------------------------
NAME: NAME: -----------------------------
TITLE: TITLE: -----------------------------
0279299 FAS/IAM VVIF AMDT 8
