Exhibit (h) (17) (a)
PARTICIPATION AGREEMENT
AGREEMENT, made as of the 30th day of April, 2013, between The United States
Life Insurance Company in the City of New York (the "Company", a life insurance
company organized under the laws of the State of New York, on behalf of itself
and on behalf of the Variable Separate Accounts and/or Separate Accounts
(hereinafter referred to as "Separate Accounts") as set forth on Appendix A and
Seasons Series Trust (the "Trust"), an open-end management investment company
established pursuant to the laws of the Commonwealth of Massachusetts under a
Declaration of Trust dated October 10, 1995 and filed October 11, 1995, which
is composed of multiple investment series ("Portfolios").
WITNESSETH:
WHEREAS, the Company, by resolution, has established the Separate Accounts
on its books of account for the purpose of funding certain variable annuity
contracts and variable life insurance policies (collectively with other
contracts and policies that may be funded through the Trust, "Contracts")
issued or underwritten by it; and
WHEREAS, the Separate Accounts are divided into various subaccounts or
portfolios ("Divisions") under which the income, gains and losses, whether or
not realized, from assets allocated to each such Division are, in accordance
with the applicable variable annuity contracts and variable life insurance
policies, credited to or charged against such Division without regard to any
income, gains or losses of other Divisions or separate accounts of the Company;
and
WHEREAS, the Separate Accounts are registered with the U.S. Securities and
Exchange Commission ("SEC") as a unit investment trust under the Investment
Company Act of 1940 ("1940 Act"); and
WHEREAS, the Trust, a registered, open-end, diversified management
investment company, is divided into various Portfolios, each Portfolio being
subject to separate investment objectives and restrictions; and
WHEREAS, the Separate Accounts desire to purchase shares of Portfolios of
the Trust in connection with the issuance of the Contracts which are listed in
Appendix B and as may be amended from time to time; and
WHEREAS, the Trust agrees to make shares of certain of its Portfolios
available to serve as underlying investment media for the corresponding
Divisions of the Separate Accounts; and
WHEREAS, AMERICAN GENERAL EQUITY SERVICES CORPORATION ("Distributor"), which
serves as the distributor for the Contracts funded in the Separate Accounts
pursuant to an agreement with the Company on behalf of itself and the Separate
Accounts is a broker-dealer registered as such under the Securities Exchange
Act of 1934 ("1934 Act") and a member of the Financial Industry Regulatory
Authority ("FINRA"), formerly known as National Association of Securities
Dealers, Inc.;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions set forth herein and for other good and valuable
consideration, the Company (on behalf of itself and the Separate Accounts) and
the Trust hereby agree as follows:
1. The Contracts funded by the Separate Accounts will provide for the
allocation of net amounts among certain Divisions of the Separate Accounts for
investment in the shares of the portfolios of the Trust underlying each such
Division. The selection of a particular Division is to be made (and such
selection may be changed) in accordance with the terms of the applicable
Contract.
2. No representation is made as to the number or amount of such Contracts to
be sold. The Company, pursuant to its agreement with Distributor, will make
reasonable efforts to market those Contracts it determines from time to time to
offer for sale and, although it is not required to offer for sale new
Contracts, the Company will accept payments and otherwise service existing
Contracts funded in the Separate Accounts.
3. Trust shares to be made available to the respective Divisions of the
Separate Accounts shall be sold by each of the respective Portfolios of the
Trust and purchased by the Company for that Division at the net asset value
next computed after receipt of each order, as established in accordance with
the provisions of the then current prospectus of the Trust. Shares of a
particular Portfolio of the Trust shall be ordered in such quantities and at
such times as determined by the Company to be necessary to meet the
requirements of those Contracts having amounts allocated to the Division for
which the Trust Portfolio shares serve as the underlying investment medium.
Orders and payments for shares purchased will be sent promptly to the Trust and
will be made payable in the manner established from time to time by the Trust
for the receipt of such payments. The Trust reserves the right to delay
transfer of its shares until the payment check has cleared. The Trust has the
obligation to insure that its shares to be made available to the appropriate
Division(s) under the Contracts are registered at all times under the
Securities Act of 1933 ("1933 Act"). Notwithstanding the foregoing, and subject
to the termination obligations in Paragraph 20, the Board of Trustees (the
"Board") may refuse to sell shares of any Portfolio to the Company or suspend
or terminate the offering of such shares if such action is required by law or
by regulatory authorities having jurisdiction or is, in the sole discretion of
the Board acting in good faith and in light of its fiduciary duties, necessary
in the best interests of the shareholders of such Portfolio.
4. The Trust will redeem the shares of the various Portfolios when requested
by the Company on behalf of the corresponding Division of the Separate Accounts
at the net asset value next computed after receipt of each request for
redemption, as established in accordance with the provisions of the then
current prospectus of the Trust. The Trust will make payment in the manner
established from time to time by the Trust for the receipt of such redemption
requests, but in no event shall payment be delayed for a greater period than is
permitted by the 1940 Act.
5. Transfer of the Trust's shares will be by book entry only. No stock
certificates will be issued to the Separate Accounts. Shares ordered from a
particular Portfolio to the Trust will be recorded in an appropriate title for
the corresponding Division of the Separate Accounts.
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6. The Trust shall furnish notice promptly to the Company any dividend or
distribution payable on its shares which are subject to this Agreement. All of
such dividends and distributions as are payable on each of the Portfolio shares
in the title for the corresponding Division of the Separate Accounts shall be
automatically reinvested in additional shares of that Portfolio of the Trust.
The Trust shall notify the Company of the number of shares so issued.
7. The Trust will use its best efforts to comply with the diversification
requirements for variable annuity, endowment or life insurance contracts set
forth in Section 817(h) of the Internal Revenue Code, and the rules and
regulations thereunder, including without limitation Treasury Regulation
1.817-5. Upon having reasonable basis for believing any Portfolio has ceased to
comply and will not be able to comply within the grace period afforded by
Regulation 1.817-5, the Trust will notify the Company immediately and will take
all reasonable steps to adequately diversify the Portfolio to achieve
compliance.
8. All expenses incident to the performance of the Trust under this
Agreement shall be paid by the Trust. The Trust shall ensure that all of its
shares which are subject to this Agreement are registered and authorized for
issue in accordance with applicable federal and state laws prior to their
purchase by the Separate Accounts. The Company agrees to distribute the Trust's
prospectuses, proxy materials and reports to Contract owners and prospective
Contract owners, as applicable; but the Company shall bear none of the expenses
for the cost of registration of the Trust's shares, preparation of the Trust's
prospectuses, proxy materials and reports, the distribution of such items to
Contract owners, the preparation of all statements and notices required by any
federal or state law or any taxes on the issue or transfer of the Trust's
shares subject to this Agreement, except to the extent such costs are related
to the marketing of the Contracts.
9. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act or are exempt from or not subject to registration
thereunder, and that the Contracts will be issued, sold, and distributed in
compliance in all material respects with all state and federal laws, including
without limitation the 1933 Act, the 1934 Act, and the 1940 Act, to the extent
applicable. The Company further represents and warrants that it is an insurance
company duly organized and in good standing under applicable law and that it
has legally and validly established each of the Separate Accounts as a
segregated asset account under applicable law and has registered or, prior to
any issuance or sale of the Contracts, will register the Separate Accounts as
unit investment trusts in accordance with the provisions of the 1940 Act
(unless exempt therefrom) to serve as segregated investment accounts for the
Contracts, and that it will maintain such registration for so long as any
Contracts are outstanding. The Company shall amend the registration statements
under the 1933 Act for the Contracts and the registration statements under the
1940 Act for the Separate Accounts from time to time as required in order to
effect the continuous offering of the Contracts or as may otherwise be required
by applicable law. The Company shall register and qualify Contracts for sales
in accordance with the securities laws of the various states only if and to the
extent deemed necessary by the Company.
10. The Company represents and warrants that the Contracts are currently and
at the time of issuance will be treated as life insurance, or annuity contracts
under applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), that it will maintain such
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treatment and that it will notify the Trust immediately upon having a
reasonable basis for believing that the Contracts have ceased to be so treated
or that they might not be so treated in the future.
11. The Company represents and warrants that the underwriter for the
Contracts is a member in good standing of FINRA and is a registered
broker-dealer with the SEC. The Company represents and warrants that the
Company and its underwriter will sell and distribute such policies in
accordance in all material respects with state and federal securities laws,
including without limitation the 1933 Act, the 1934 Act, and the 1940 Act, to
the extent applicable.
12. The Company, either directly or through Distributor, shall make no
representations concerning the Trust's shares which are subject to this
Agreement other than those contained in the then current prospectus of the
Trust and in printed information subsequently issued by the Trust as
supplemental to such prospectus.
13. The Company shall provide pass-through voting privileges to all variable
Contract owners so long as the SEC continues to interpret the 1940 Act to
require pass-through voting privileges for variable Contract owners. The
Company will vote shares for which it has not received voting instructions in
the same proportion as it votes shares for which it has received instructions
among each of the Separate Accounts.
14. The Company and the Trust acknowledge that in the future, the Trust's
shares may become available for investment by separate accounts of other
insurance companies, which may or may not be affiliated persons (as that term
is defined in the 0000 Xxx) of the Company (collectively with the Company,
"Participating Insurers"). In such event, (a) the Trust shall undertake that
its Board will monitor the Trust for the existence of material irreconcilable
conflicts that may arise between the contract owners of Participating Insurers,
for the purpose of identifying and remedying any such conflict and
(b) Paragraphs 15, 16 and 17 shall apply. In discharging its responsibilities
under Paragraphs 15, 16 and 17 hereinafter, the Company will cooperate and
coordinate, to the extent necessary, with the Board and with other
Participating Insurers. The Trust agrees that it will require, as a condition
to participation, that all Participating Insurers shall have obligations and
responsibilities regarding conflicts of interest corresponding to those that
are agreed to herein by the Company pursuant to such Paragraphs 15, 16 and 17
and pursuant to this Paragraph 14.
15. Upon request by the Board, the Company will report to the Board any
potential or existing conflicts of which it is or becomes aware between any of
its Contract owners or between any of its Contract owners and contract owners
of other Participating Insurers. The Company will be responsible for assisting
the Board in carrying out its responsibilities to identify material conflicts
by providing the Board with all information available to it that is reasonably
necessary for the Board to consider any issues raised, including information as
to a decision by the Company to disregard voting instructions of its Contract
owners.
16. The Board's determination of the existence of an irreconcilable material
conflict and its implications shall be made known promptly by it to the Company
and other Participating
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Insurers. An irreconcilable material conflict may arise for a variety of
reasons, including: (a) an action by any state insurance regulatory authority;
(b) a change in applicable federal or state insurance tax, or securities laws
or regulations, or a public ruling, private letter ruling, or any similar
action by insurance, tax, or securities regulatory authorities; (c) an
administrative or judicial decision in any relevant proceeding; (d) the manner
in which the investments of any Portfolio are being managed; (e) a difference
in voting instructions given by variable annuity contract owners and variable
life insurance contract owners or by contract owners of different Participating
Insurers; or (f) a decision by a Participating Insurer to disregard the voting
instructions of variable contract owners.
17. If it is determined by a majority of the Board or a majority of its
disinterested Trustees that a material irreconcilable conflict exists that
affects the interests of the Company Contract owners, the Company shall, in
cooperation with other Participating Insurers whose contract owners' interests
are also affected by the conflict, take whatever steps are necessary to remedy
or eliminate the irreconcilable material conflict, which steps could include:
(a) withdrawing the assets allocable to the Separate Accounts from the Trust or
any portfolio and reinvesting such assets in a different investment medium,
including another Portfolio of the Trust, or submitting the question of whether
such segregation should be implemented to a vote of all affected contract
owners and, as appropriate, segregating the assets of any particular group
(e.g., annuity contract owners or life insurance contract owners) that votes in
favor of such segregation, or offering to the affected contract owners of the
option of making such a change; and (b) establishing a new registered
management investment company or managed separate account. The Company shall
take such steps at its expense if the conflict affects solely the interests of
the owners of the Company Contracts, but shall bear only its equitable portion
of any such expense if the conflict also affects the interest of the contract
owners of one or more Participating Insurers other than the Company, provided,
that this sentence shall not be construed to require the Trust to bear any
portion of such expense. If a material irreconcilable conflict arises because
of the Company's decision to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority vote,
the Company may be required, at Trust's election, to withdraw the Separate
Accounts' investment in the Trust, and no charge or penalty will be imposed
against the Separate Accounts as a result of such a withdrawal. The Company
agrees to take such remedial action as may be required under this Paragraph 17
with a view only to the interests of its Contract owners. For purposes of this
Paragraph 17, a majority of the disinterested members of the Board shall
determine whether or not any proposed action adequately remedies any
irreconcilable conflict, but in no event will Trust be required to establish a
new funding medium for any variable contracts. The Company shall not be
required by this Paragraph 17 to establish a new funding medium for any
variable contract if an offer to do so has been declined by vote of a majority
of affected contract owners.
18.1 The Company agrees to indemnify and hold harmless the Trust and each of
its Trustees, officers, employees and agents and each person, if any, who
controls the Trust within the meaning of Section 15 of the 1933 Act, (an
"Indemnified Party" or collectively the "Indemnified Parties" for purposes of
this Paragraph 18.1) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of the Company)
or expenses (including the reasonable costs of investigating or defending any
alleged
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loss, claim, damage, liability or expense and reasonable legal counsel fees
incurred in connection therewith) (collectively, "Losses"), to which such
Indemnified Parties may become subject under any statute or regulation, or
common law or otherwise, insofar as such Losses:
(a)arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in a registration
statement or prospectus for the Contracts or in the Contracts or
sales literature generated or approved by the Company on behalf of
the Contracts or Separate Accounts (or any amendment or supplement to
any of the foregoing) (collectively, the "Company's documents" for
the purposes of this Paragraph 18.1), or arise out of or are based
upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, provided that this indemnity shall
not apply as to any Indemnified Party if such statement or omission
or such alleged statement or omission was made in reliance upon and
was accurately derived from written information furnished to the
Company by or on behalf of the Trust for use in the Company's
documents or otherwise for use in connection with the sale of the
Contracts or shares; or
(b)arise out of or result from statements or representations (other than
statements or representations contained in and accurately derived
from the Trust's documents, as defined in Paragraph 18.2 (a) below)
or wrongful conduct of the Company or persons under its control, with
respect to the sale or acquisition of the Contracts or shares; or
(c)arise out of or result from any untrue statement or alleged untrue
statement of a material fact contained in the Trust's documents or
the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading if such statement or omission was made in
reliance upon and accurately derived from written information
furnished to the Trust by or on behalf of the Company; or
(d)arise out of or result from any failure by the Company to provide the
services or furnish the materials required under the terms of this
Agreement provided the Trust furnished the Company written notice of
such failure and the Company did not cure such failure within a
reasonable period after receipt of such notice; or
(e)arise out of or result from any material breach of any representation
and/or warranty made by the Company in this Agreement or arise out of
or result from any other material breach of this Agreement by the
Company.
18.2 The Trust agrees to indemnify and hold harmless the Company, the
Separate Accounts and each of its directors, officers, employees and agents and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act (an "Indemnified Party" or collectively, the "Indemnified
Parties" for purposes of this Paragraph 18.2) against any and all losses,
claims, damages, liabilities (including amounts paid in settlement with the
written consent
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of the Trust) or expenses (including the reasonable costs of investigating or
defending any alleged loss, claim, damage liability or expense and reasonable
legal counsel fees incurred in connection therewith) (collectively, "Losses"),
to which such Indemnified Parties may become subject under any statute or
regulation, or at common law or otherwise, insofar as such Losses:
(a)arise out of or are based upon any untrue statements or alleged
untrue statements of any material fact contained in the registration
statement or prospectus for the Trust or in sales literature
generated or approved by the Trust (or any amendment or supplement to
any of the foregoing), (collectively, the "Trust's documents" for the
purposes of this Paragraph 18.2), or arise out of or are based upon
the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading, provided that this indemnity shall not apply
as to any Indemnified Party if such statement or omission or such
alleged statement or omission was made in reliance upon and was
accurately derived from written information furnished to the Trust by
or on behalf of the Company for use in the Trust's documents or
otherwise for use in connection with the sale of the Contracts or
shares; or
(b)arise out of or result from statements or representations (other than
statements or representations contained in and accurately derived
from the Company's documents) or wrongful conduct of the Trust or
persons under its control, with respect to the sale or acquisition of
the Contracts or shares; or
(c)arise out of or result from any untrue statement or alleged untrue
statement of material fact contained in the Company's documents or
the omission or alleged omission to state therein or necessary to
make the statements therein not misleading if such statement or
omission was made in reliance upon and accurately derived from
written information furnished to the Company by or on behalf of the
Trust; or
(d)arise out of result from any failure by the Trust to provide the
services or furnish the materials required under the terms of this
Agreement provided the Company furnished the Trust written notice of
such failure and the Trust did not cure such failure within a
reasonable period after receipt of such notice; or
(e)arise out of or result from any material breach of any representation
and/or warranty made by the Trust in this Agreement or arise out of
or result from any other material breach of this Agreement by the
Trust.
18.3 Except as otherwise set forth in Paragraph 18.1 and 18.2, neither the
Company nor the Trust shall be liable under the indemnification provisions of
Paragraph 18.1 or 18.2, as applicable, with respect to any Losses incurred or
assessed against any Indemnified Party to the extent such Losses arise out of
or result from such Indemnified Party's willful misfeasance, bad faith or gross
negligence in the performance of such Indemnified Party's duties or by reason
of such Indemnified Party's reckless disregard of obligations or duties under
this Agreement.
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18.4 Neither the Company nor the Trust shall be liable under the
indemnification provisions of Paragraph 18.1 or 18.2, as applicable, with
respect to any claim made against an Indemnified Party unless such Indemnified
Party shall have notified the party against whom indemnification is sought in
writing within a reasonable time after the summons, or other first written
notification, giving information of the nature of the claim served upon or
otherwise received by such Indemnified Party (or after such Indemnified Party
shall have received notice of service upon or the notification to any
designated agent), but failure to notify the party against whom indemnification
is sought of any such claim shall not relieve that party from any liability
that it may have to the Indemnified Party in the absence of Paragraphs 18.1 and
18.2.
18.5 In case any such action is brought against an Indemnified Party, the
indemnifying party shall be entitled to participate, at its own expense, in the
defense of such action. The indemnifying party also shall be entitled to
assume, at its own expense, the defense thereof, with counsel reasonably
satisfactory to the party named in the action. After notice from the
indemnifying party to the Indemnified Party of an election to assume such
defense, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by the Indemnified Party, and the indemnifying
party will not be liable to the Indemnified Party under this Agreement for any
legal or other expenses subsequently incurred by such Indemnified Party
independently in connection with the defense thereof other than reasonable
costs of investigation.
18.6 Each party agrees to promptly notify the other party of the
commencement of any litigation or proceedings against it or any of its officers
or directors to which the foregoing provisions may apply.
19. This Agreement shall terminate:
(a)at the option of the Company or the Trust upon six (6) months'
advance written notice to all other parties to this Agreement; or
(b)at the option of the Company if any of the Trust's shares are not
reasonably available to meet the requirements of the Contracts funded
in the Separate Accounts as determined by the Company; or
(c)at the option of the Company upon institution of formal proceedings
against the Trust by the SEC; or
(d)in the event the Trust's shares are not registered, issued or sold in
accordance with applicable state and/or federal law or such law
precludes the use of such shares as the underlying investment medium
of the Contracts funded in the Separate Accounts; or
(e)upon the vote of Contract owners having an interest in a particular
Division of the Separate Accounts or order of he SEC to substitute
the shares of another investment
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company for the corresponding Trust Portfolio shares in accordance
with the terms of the Contracts for which those Trust shares had been
selected to serve as the underlying investment medium, with thirty
(30) days' advance written notice furnished by the Company to the
Trust of the date of the proposed action to replace the Trust's
shares; or
(f)with respect to any Portfolio, upon its liquidation, provided the
Trust provides the Company with six (6) months' advance written
notice prior to the date of such liquidation; or
(g)at the option of either party to this Agreement, upon the other
party's material breach of any provision of this Agreement, which
material breach is not cured within thirty (30) days of receipt of
written notice of intent to terminate this Agreement under this
provision, provided that the Agreement will terminate ninety
(90) days after first notice of breach is given.
Prompt notice shall be given by each party to all other parties in the
event that the conditions stated in subparagraphs (b), (c), or (d) of
this Paragraph 19 should occur and the Company and the Trust shall take
appropriate steps to transition affected Contract owners to an
appropriate investment medium, as may be mutually agreed by the Company
and the Trust, each making reasonable good faith efforts to reach such
agreement.
Where the conditions requiring or permitting termination apply to fewer
than all the Portfolios of the Trust, this Agreement may be terminated
with respect to one or more individual Portfolios, as appropriate,
without causing the termination of this Agreement with respect to the
remaining Portfolios.
20. Obligations Related to Termination.
(a)If the Agreement is terminated because of a material breach on the
part of the Company or because of the liquidation of a Portfolio, the
Trust may redeem the Portfolio shares held by the Separate Accounts
on the effective date of termination of this Agreement.
(b)In the case of a liquidation of a Portfolio by the Trust, the Trust
will provide not less than six (6) months' advance written notice to
the Company of the date of such liquidation, and, during the time
prior to liquidation, the Trust will cooperate reasonably with the
Company in effecting a transfer of assets to another underlying trust
pursuant to either an exchange offer, an order issued by the SEC
permitting substitution ("Substitution Order"), a no-action letter
issued by the SEC, or other legal and appropriate means.
(c)If the Agreement is terminated with respect to any Portfolio for any
reason except as contemplated by subparagraph (a) of this Paragraph
20, the Trust shall, at the
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Company's option and pursuant to the terms and conditions of this
Agreement, continue to make available additional shares of such
Portfolio and redeem shares of such Portfolio for any or all
Contracts existing on the effective date of termination of this
Agreement, provided that such further sales are not prohibited by
law, regulation, action by applicable regulatory body, or action by
the Board.
(d)If the Trust terminates this Agreement for any reason other than a
material breach on the part of the Company, or if the Company
terminates this Agreement because of a material breach on the part of
the Trust or because the Trust's sale of its shares is not in
accordance with applicable federal law, the Trust shall reimburse the
Company for its expenses in effecting a substitution of other
securities for shares of any Portfolio affected by such termination.
For purposes of this subparagraph 20(d), such expenses shall include
the cost incurred in the preparation and filing of any necessary
application with the SEC under Section 26(c) of the 1940 Act to
obtain a Substitution Order from the SEC or such other legal and
appropriate means of replacing the Portfolio, the cost of providing
notices to Contract owners, and the cost of any brokerage expenses of
a Portfolio and a replacement trust that the Company would be
required to bear in connection with such substitution or such other
means, provided that reimbursement of the Company by the Trust for
such expenses is consistent with the terms of the Substitution Order
and any other outstanding and effective orders issued by the SEC to
the Trust or the Company or any of their predecessors or affiliates
to permit operations of the Trust or operations of the Company in
conjunction with the Trust or such other means.
21. Notwithstanding any other provisions of this Agreement, the obligations
of the Trust hereunder are not personally binding upon any of the trustees,
shareholders, officers, employees or agents of the Trust; resort in
satisfaction of such obligations shall be had only to the assets and property
of the Trust and not to the private property of any of such Trust's trustees,
shareholders, officers, employees or agents.
22. This Agreement may not be assigned by any party hereto without the prior
written consent of the other parties.
23. This Agreement shall be construed in accordance with the laws of the
State of New York.
24. The Trust on behalf of one or more Portfolios will provide the Company
upon its request with copies of summary prospectuses and supplements thereto in
the same manner and at the same time that the Trust provides the Company with
statutory prospectuses. The Trust represents and warrants that the summary
prospectuses and any supplements provided thereto will comply with the
requirements of Rule 498 of the 1933 Act ("Rule 498") applicable to its
Portfolios. The Company represents and warrants that its use of the summary
prospectuses and supplements, its website, and the manner and procedures
related to its hosting of the summary prospectuses and supplements on its
website will at all times comply with the requirements of Rule 498. The Trust,
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at its sole cost and expense, shall provide the Company with summary
prospectuses containing the appropriate hyperlinks required by Rule 498 and
such other documentation that may be required by Rule 498. The Company, at its
sole cost and expense, shall host the summary prospectuses and supplements
thereto as well as any other required documentation on its website. The Company
shall provide the Trust with the website URL(s) that will serve as the
hyperlinks within the summary prospectus and other required documentation and
the Company shall be responsible for maintaining the required documents at such
website URLs for the requisite period set forth in Rule 498. The Trust may
require the Company to terminate the use of the summary prospectuses by
providing the Company with at least one hundred and thirty-five (135) days'
prior written notice. The Trust agrees that the Company is not required to
distribute the summary prospectuses to its Contract owners and that any use
will be in the discretion of the Company. The Company shall provide the Trust
with at least thirty (30) days' prior written notice of its intended use of the
summary prospectuses and at least sixty (60) days' prior written notice of its
intent to terminate use of the summary prospectuses.
25. It is anticipated that American General Equity Services Corporation
which serves as the distributor for the Contracts funded in the Separate
Accounts will be merging with and into SunAmerica Capital Services, Inc.
("SACS"), the surviving company and also an affiliate of the Company, by no
later than on or about April 30, 2013 (the "Merger"). In contemplation of this
Merger, it is affirmed and acknowledged that upon occurrence of such event, the
distributor for the Contracts funded in the Separate Accounts shall change to
SACS without further action on the part of any parties to this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
THE UNITED STATES LIFE INSURANCE
COMPANY IN THE CITY OF NEW YORK,
on behalf of itself and on behalf
of the Separate Accounts set forth
on Appendix A
By: -----------------------------
Xxxxxx X. Xxxxxx
Senior Vice President
SEASONS SERIES TRUST
By: -----------------------------
Xxxx X. Xxxxxx
Vice President & Secretary
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Appendix A
Separate Account USL VL-R
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Appendix B
Income Advantage Select VUL
Protection Advantage Select VUL
This list of contracts may be amended from time to time at the Company's
discretion.
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