EXHIBIT (h)(10)(c)
[LOGO] American General
Life Companies
December ___, 2010
JPMorgan Insurance Trust
0000 Xxxxxxx Xxxxxxx, XX0-0000
Xxxxxxxx, Xxxx 00000
Re: (1) Fund Participation Agreement dated April 24, 2009 between
American International Life Assurance Company of New York ("AI
Life"), JPMorgan Insurance Trust, JPMorgan Investment Advisors
Inc., X.X. Xxxxxx Investment Management Inc. and JPMorgan
Funds Management, Inc. ("Participation Agreement")
(2) Rule 22c-2 Information Sharing and Restricted Trading
Agreement dated April 24, 2009 between JPMorgan Insurance
Trust, JPMorgan Investment Advisors, Inc., JPMorgan Funds
Management, Inc. and AI Life ("Rule 22c-2 Agreement")
(Participation Agreement and Rule 22c-2 Agreement are
collectively referred to hereinafter as the "Agreements")
Dear Fund Partner:
As you may already be aware, AI Life will be merging with and into The
United States Life Insurance Company in the City of New York ("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 13.9 of the Participation Agreement, AI Life hereby
requests your consent to the assignment of its rights, duties and obligations
under such agreement 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. Please indicate your consent to these assignments by signing
below. The consent to the assignments will be effective December 31, 2010.
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.
AMERICAN GENERAL LIFE COMPANIES, LLC
0000 Xxxxx Xxxxxxx, X00-00 . Houston, TX 77019
If you have any questions regarding this matter, please contact
_____________ at _________________ or __________________ at ____________.
AMERICAN INTERNATIONAL LIFE
ASSURANCE COMPANY OF NEW YORK
ATTEST:
By: By:
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THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK
ATTEST:
By: By:
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Consented to, Acknowledged and Agreed:
JPMORGAN INSURANCE TRUST
By:
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Name:
Title:
JPMORGAN INVESTMENT ADVISORS INC.
By:
----------------------------------
Name:
Title:
X.X. XXXXXX INVESTMENT MANAGEMENT INC.
By:
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Name:
Title:
JPMORGAN FUNDS MANAGEMENT, INC.
By:
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Name:
Title:
